Common use of Joinder Clause in Contracts

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes a “Lender” under The Credit Parties shall notify the Credit Agreement (Agent in accordance with writing within the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: earlier of: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: thirty (130) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address days of the Authorized Representative for such Series formation or acquisition of Additional Secured Obligationsany Subsidiaries; and or (ii) causing the Authorized Representative making of any Consumer Loans by any such newly formed or acquired Subsidiaries. For any Subsidiaries formed or acquired after the Closing Date, the Credit Parties shall at their own expense, within the time period set forth in the immediately preceding sentence, cause each such Subsidiary (provided, in the case of Foreign Subsidiaries, no 956 Impact would arise as a result thereof) to execute an instrument of joinder in the form attached hereto as Exhibit G (a “Joinder Agreement”), obligating such Subsidiary to any or all of the Transaction Documents deemed necessary or appropriate by the Agent and cause the applicable Person that owns the Equity Interests of such Subsidiary to pledge to the Holders 100% of the Equity Interests owned by it of each such Subsidiary formed or acquired after the Closing Date and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby (provided that with respect to any First Tier Foreign Subsidiary, if a 956 Impact exists such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting Equity Interests and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Equity Interests). In the event a Person becomes a Guarantor (a “New Guarantor”) pursuant to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which upon such execution the New Guarantor shall be acknowledged bound by all the terms and approved by an Authorized Officer conditions hereof and the other Transaction Documents to the same extent as though such New Guarantor had originally executed the Transaction Documents. The addition of a New Guarantor shall not in any manner affect the obligations of the Borrower. (c) other Credit Parties hereunder or thereunder. Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation Credit Party, each Lender, each Holder and warranty by the Borrower Agent acknowledges that the incurrence schedules and exhibits hereto or thereto may be amended or modified in connection with the addition of any New Guarantor to reflect information relating to such New Guarantor. Compliance with this Section 8.24 shall not excuse any violation of Section 8.8 for failing to obtain Lender’s prior consent to a merger, consolidation or Acquisition. A “956 Impact” will be deemed to exist to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted voting Equity Interests of, a Foreign Subsidiary would result in material incremental income tax liability under each Section 956 of the Code to Elevate Credit Agreement Parent, taking into account actual anticipated repatriation of funds, foreign tax credits and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsother relevant factors.

Joinder. (a) Each Lender that becomes a “Lender” under The Credit Parties shall notify the Credit Agreement (Agent in accordance with writing within the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: earlier of: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: thirty (130) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address days of the Authorized Representative for such Series formation or acquisition of Additional Secured Obligationsany Subsidiaries; and or (ii) causing the Authorized Representative making or purchase of any Consumer Loans or Credit Card Receivables (or participation interests therein) by any such newly formed or acquired Subsidiaries. For any Subsidiaries formed or acquired after the Fifth Restatement Closing Date, the Credit Parties shall at their own expense, within the time period set forth in the immediately preceding sentence, cause each such Subsidiary (provided, in the case of Foreign Subsidiaries, solely with respect to such Foreign Subsidiaries’ guaranty of the Obligations of the US Term Note Borrowers and/or the US Last Out Term Note Borrower, no 956 Impact would arise as a result thereof) to execute an instrument of joinder in the form attached hereto as Exhibit [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED G (a “Joinder Agreement”), obligating such Subsidiary to any or all of the Transaction Documents deemed necessary or appropriate by the Agent and cause the applicable Person that owns the Equity Interests of such Subsidiary to pledge to the Holders 100% of the Equity Interests owned by it of each such Subsidiary formed or acquired after the Fifth Restatement Closing Date and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby (provided that with respect to any First Tier Foreign Subsidiary, solely with respect to such Foreign Subsidiaries’ guaranty of the Obligations of the US Term Note Borrowers and/or the US Last Out Term Note Borrower, if a 956 Impact exists such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting Equity Interests and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Equity Interests). In the event a Person becomes a Guarantor (a “New Guarantor”) pursuant to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which upon such execution the New Guarantor shall be acknowledged bound by all the terms and approved by an Authorized Officer conditions hereof and the other Transaction Documents to the same extent as though such New Guarantor had originally executed the Transaction Documents. The addition of a New Guarantor shall not in any manner affect the obligations of the Borrower. (c) other Credit Parties hereunder or thereunder. Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation Credit Party, each Lender, each Holder and warranty by the Borrower Agent acknowledges that the incurrence schedules and exhibits hereto or thereto may be amended or modified in connection with the addition of any New Guarantor to reflect information relating to such New Guarantor. Compliance with this Section 8.24 shall not excuse any violation of Section 8.8 for failing to obtain Lender’s prior consent to a merger, consolidation or Acquisition. A “956 Impact” will be deemed to exist to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the Additional Secured Obligations and the grant of Liens securing voting Equity Interests of, a Foreign Subsidiary, solely with respect to such obligations are permitted under each Foreign Subsidiary’s guaranty of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, Obligations of the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by US Term Note Borrowers and/or the US Last Out Term Note Borrower, would result in material incremental income tax liability under Section 956 of the Parent Code, taking into account actual anticipated repatriation of funds, foreign tax credits and the Authorized Representative for such Additional Secured Obligationsother relevant factors.

Joinder. (a) Each Lender that The New Borrower hereby agrees to be bound by all of the provisions of the Credit Agreement, and effective on the date hereof becomes a party to the Credit Agreement as a Borrower (the “Lender” Joinder Effective Date”) with the same effect as if it were an original signatory to the Credit Agreement. All obligations of the Borrowers under the Credit Agreement (shall be joint and several. All references to the “Borrower” in accordance with the Credit Agreement shall be deemed to refer to each of the Existing Borrowers and the New Borrower or the New Borrower, in each case as necessary or advisable to permit the New Borrower to borrow Loans and request Letters of Credit under the Credit Agreement and as otherwise required or advisable in connection therewith. From and after the Joinder Effective Date, the New Borrower shall have the rights and obligations of a Borrower under the Credit Agreement and under the other Loan Documents and shall be bound by the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07thereof. (b) The All notices to the New Borrower may designate additional obligations as Additional Secured Obligations from time required to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of be delivered pursuant to the Credit Agreement and each all other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower notices or correspondence shall only effect such designation by: (i) delivering be directed to the Collateral Borrowers’ Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that for receipt of all such notices. The New Borrower hereby appoints the Borrower intends Borrowers’ Agent to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted act on its behalf under each of the Credit Agreement and each Additional Credit Document then in effect the other Loan Documents and this Agreementhas authorized the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto, and that the Borrowers’ Agent hereby accepts such appointment. In signing a Joinder Agreement, Such appointment shall not be terminated or revoked without the Collateral consent of the Administrative Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsRequired Lenders.

Joinder. Borrower and each Guarantor shall provide Lender with at least ten (a10) Each days prior written notice of the formation or acquisition of any Subsidiaries by Borrower or any Guarantor. For any Subsidiaries of Borrower or any Guarantor formed or acquired after the Closing Date, Borrower and Guarantors shall at their own expense, upon formation or acquisition of such Subsidiary, cause each such Subsidiary to execute a Joinder Agreement obligating such Subsidiary to any or all of the Loans Documents deemed necessary or appropriate by Lender and cause the applicable Person that becomes a “Lender” under owns the Credit Agreement Equity Interests of such Subsidiary to pledge to Lender 100% of the Equity Interests owned by such Borrower or Guarantor of each such Subsidiary formed or acquired after the Closing Date and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby (in accordance with the provisions of Section 10.07(bbut excluding thirty-five percent (35%) of the Credit Agreement) after voting capital stock of any Foreign Subsidiary to the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by extent that such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of a security interest would give rise to a material adverse tax consequence to Borrower or any Guarantor). In the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: event a Person becomes a Guarantor (ia “New Guarantor”) delivering pursuant to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which upon such execution the New Guarantor shall be acknowledged bound by all the terms and approved by an Authorized Officer conditions hereof and the other Loan Documents to the same extent as though such New Guarantor had originally executed the Loan Documents. The addition of a New Guarantor shall not in any manner affect the obligations of Borrower or any Guarantor hereunder or thereunder. Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation , each Guarantor and warranty by the Borrower Lender hereto acknowledges that the incurrence schedules and exhibits hereto or thereto may be amended or modified in connection with the addition of the Additional Secured Obligations and the grant of Liens securing any New Guarantor to reflect information relating to such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and New Guarantor. Compliance with this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent Section 8.11 shall not execute and deliver excuse any Joinder violation any provision of this Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsor any other Loan Document.

Joinder. The undersigned, , a , (the “New Representative”) as [trustee, administrative agent] under that certain [described applicable indenture, credit agreement or other document governing the additional secured debt] hereby agrees to become party as [Junior Lien Representative] [a Parity Lien Representative] [a Priority Lien Representative] under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof. In furtherance of the foregoing, the New Representative hereby (a) Each Lender that becomes a “Lender” under appoints U.S. Bank National Association as [Priority][Parity][Junior] Collateral Trustee for purposes of the Credit Agreement ([insert defined term for the security documents, including the Collateral Trust Agreement] in accordance with the provisions of Section 10.07(b) [ ] of the Credit Collateral Trust Agreement) after , and agrees to be bound by the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. terms thereof; (b) The Borrower may designate additional obligations acknowledges and agrees that the [Priority][Parity][Junior] Collateral Trustee, in its capacity as Additional Secured Obligations from time such, shall be trustee on its behalf and on behalf of all of the other holders of Obligations; (c) authorizes the [Priority][Parity][Junior] Collateral Trustee to time only if the incurrence take such actions on behalf of such obligations itself and the grant of Liens securing such obligations is permitted under each other holders of the Credit Agreement [Priority Lien Obligations][ Parity Lien Obligations][Junior Lien Obligations] and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect to exercise such designation by: (i) delivering powers as are delegated to the [Priority][Parity][Junior] Collateral Agent Trustee in the [insert defined term for the security documents, including the Collateral Trust Agreement] and each Authorized Representativeany other [insert term, written notice from an Authorized Officer certifying: if any, for all other transaction agreements for the particular lien], together with such actions and powers as are reasonably incidental thereto; and (1d) that authorizes the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative [Priority][Parity][Junior] Collateral Trustee to execute and deliver to the [insert defined term for the security documents, including the Collateral Agent Trust Agreement] and each any other Authorized Representative[insert term, a Joinder Agreementif any, which shall be acknowledged for all other transaction agreements for the particular lien] on behalf of itself and approved by an Authorized Officer the other holders of the Borrower[Priority Lien Obligations][ Parity Lien Obligations][Junior Lien Obligations]. U.S. Bank National Association hereby accepts the appointment made hereby. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. 4.1 By signing this Amendment, OSH-RI shall be bound by the terms and conditions of the Loan Agreement the same as if it were the Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that (a) Each Lender with respect to (i) Section 5.1 of the Loan Agreement, OSH-RI represents that becomes a “Lender” it is an entity duly organized, legally existing and in good standing under the Credit laws of Rhode Island, (b) neither Agent nor Lender shall have any duties, responsibilities or obligations to OSH-RI arising under or related to the Loan Agreement or the other Loan Documents, (c) that if OSH-RI is covered by Borrower’s insurance, OSH-RI shall not be required to maintain separate insurance or comply with the provisions of Sections 6.1 and 6.2 of the Loan Agreement, and (d) that as long as Borrower satisfies the requirements of Section 7.1 of the Loan Agreement, OSH-RI shall not have to provide Agent separate Financial Statements. To the extent that Agent or Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other Loan Documents, those duties, responsibilities or obligations shall flow only to Borrower and not to OSH-RI or any other Person or entity. By way of example (and not an exclusive list): (i) Agent’s providing notice to Borrower in accordance with the provisions of Section 10.07(bLoan Agreement or as otherwise agreed among Borrower, Agent and Lender shall be deemed provided to OSH-RI; (ii) of the Credit Agreementa Lender’s providing an Advance to Borrower shall be deemed an Advance to OSH-RI; and (iii) after the date hereof OSH-RI shall become a party have no right to this Agreement upon its execution of request an Assignment and Assumption Agreement contemplated by such Section 10.07Advance or make any other demand on Lender. 4.2 OSH-RI agrees not to certificate its equity securities without Agent’s prior written consent, which consent may be conditioned on the delivery of such equity securities to Agent in order to perfect Agent’s security interest in such equity securities. 4.3 OSH-RI acknowledges that it benefits, both directly and indirectly, from the Loan Agreement, and hereby waives, for itself and on behalf of any and all successors in interest (including without limitation any assignee for the benefit of creditors, receiver, bankruptcy trustee or itself as debtor-in-possession under any bankruptcy proceeding) to the fullest extent provided by law, any and all claims, rights or defenses to the enforcement of this Amendment on the basis that (a) it failed to receive adequate consideration for the execution and delivery of this Amendment or (b) The Borrower may designate additional its obligations under this Amendment are avoidable as Additional Secured Obligations from time to time only if a fraudulent conveyance. 4.4 As security for the incurrence prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of such obligations and all the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, OSH-RI grants to Agent a security interest in all of OSH-RI’s right, title, and specifying the agreement pursuant to which such obligations will be incurred interest in and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the BorrowerCollateral. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. Such Incremental Term Loan Commitments shall be effected by a joinder agreement (athe “Increase Joinder”) Each Lender that becomes executed by the Borrowers and each lender making such Incremental Term Loan Commitment, in form and substance reasonably satisfactory to each of them (and, for the avoidance of doubt, no consent shall be required from the Administrative Agent (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) or any other Lender). The Increase Joinder (or, in the case of Incremental Facilities governed by documentation other than this Agreement and the other Loan Documents, a “Lender” under companion amendment hereto) may, without the Credit consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents (i) as may be necessary or appropriate (which may be in the form of an amendment and restatement of this Agreement) (including with respect to pro rata payments and repayments), in the opinion of the lenders providing such facility, (solely to the extent the Administrative Agent’s consent would be required in accordance with clause (c) above) the Administrative Agent and the Borrowers, to effect the provisions of this Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment 2.20 and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver so long as such amendments are not adverse to the Collateral Lenders, such other changes as may be necessary, as reasonably determined by the Borrower Agent and each other Authorized Representative, a Joinder Agreement, which shall the lenders providing such facility and (solely to the extent the Administrative Agent’s consent would be acknowledged and approved by an Authorized Officer of the Borrower. required in accordance with clause (c) Each above) the Administrative Agent, to maintain the fungibility of any Incremental Term Loans with any Tranche of then-outstanding Term Loans. The Borrower Agent shall provide the Administrative Agent written notice given (including via email) no later than two Business Days prior to the execution and delivery of any Increase Joinder and the Administrative Agent hereby agrees to (and is directed by an Authorized Officer pursuant each Lender to) acknowledge such amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such, shall have no liability with respect to Section 9.09(bsuch acknowledgment and each Lender hereby irrevocably waives to the fullest extent permitted by Requirements of Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment (or to provide such notice) shall constitute a representation and warranty by in no way affect the Borrower that effectiveness of any Increase Joinder. This Section 2.20(e) shall supersede any provisions in Section 10.02 to the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationscontrary.

Joinder. (a) Each Lender that becomes party listed as an “Additional Guarantor” on the signature pages hereto hereby agrees as follows: a. Each Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Additional Guarantor will be deemed to be a party to and a “LenderGuarantor” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement) after Agreement and the other Loan Documents as a Guarantor. Each Additional Guarantor hereby ratifies, as of the date hereof shall become a party hereof, and agrees to this Agreement upon its execution of an Assignment be bound by, all representations and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations warranties, covenants and the grant of Liens securing such obligations is permitted under each other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents. Without limiting the generality of the foregoing terms of this Section 4(a), each Additional Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Secured Obligations in accordance with Article X of the Credit Agreement. b. Each Additional Credit Document then Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Additional Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of a “Grantor” (as such term is defined in effect and this the Security Agreement) thereunder as if it had executed the Security Agreement. If so permittedEach Additional Guarantor hereby ratifies, as of the Borrower shall only effect date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Section 4(b), each Additional Guarantor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of such designation by: (i) delivering Additional Guarantor in and to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which as such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address term is defined in Section 2 of the Authorized Representative for such Series Security Agreement) of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsGuarantor.

Joinder. (a) Each Lender that By this Joinder Agreement, Joining Party hereby becomes a {“LenderSubsidiary Borrower”, a “Borrower” and a “Maker”} {Subsidiary Guarantor} under the Credit Agreement, the {Notes}{Guaranty}, the Indemnity Agreement, and the other Loan Documents with respect to all the Obligations of {Borrowers/ Subsidiary Guarantors} now or hereafter incurred under the Credit Agreement (in accordance with and the provisions of Section 10.07(b) of other Loan Documents. Joining Party agrees that Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a {Subsidiary Borrower, a Borrower and a “Maker”} {Subsidiary Guarantor}under the Credit Agreement) , the {Notes}{Guaranty}, the Indemnity Agreement and the other Loan Documents from and after the Effective Date.{MODIFY AS APPROPRIATE TO JOIN GUARANTY} Representations and Warranties of Joining Party. Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall become a party be deemed to this Agreement upon its execution of an Assignment amend the Schedules and Assumption Agreement other disclosures delivered as contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if in the incurrence of such obligations Credit Agreement), the representations and the grant of Liens securing such obligations is permitted under each of warranties contained in the Credit Agreement and each the other Additional Credit Document then Loan Documents are true and correct in effect all material respects as applied to Joining Party as a {Subsidiary Borrower/Guarantor and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent a Borrower} on and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer Effective Date as though made on that date. As of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation Effective Date, all covenants and warranty by agreements in the Borrower that the incurrence Loan Documents of the Additional Secured Obligations Subsidiary Credit Parties are true and correct with respect to Joining Party and no Default or Event of Default shall exist or might exist upon the grant of Liens securing such obligations are permitted under each of Effective Date in the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing event that Joining Party becomes a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the {Subsidiary Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations/Guarantor}.

Joinder. New Borrower agrees that (a) Each Lender that becomes it shall be a “LenderDesignated Subsidiary”, [“Daily Rental Borrower”,] [“Used Vehicle Flooring Borrower”,] [“Wholesale Flooring Borrower”,] [“Wholesale Leasing Borrower”,] [“Revolving Borrower”,] “Borrower” and “Obligor”, (each as defined in the Credit Agreement and the other Loan Documents), shall be a “Debtor” (as defined in the Security Agreement), shall be an “Assignor” (as defined in the Assignment), and shall be a “Guarantor” (as defined in the Guarantee); and (b) all references to “Designated Subsidiary”, [“Daily Rental Borrower”,] [“Used Vehicle Flooring Borrower”,] [“Wholesale Flooring Borrower”,] [“Wholesale Leasing Borrower”,] [“Revolving Borrower”,] “Borrower”, “Guarantor”, “Debtor”, “Assignor” and “Obligor” in the Credit Agreement, Security Documents, Assignment, Guarantee and other Loan Documents shall be deemed to, and are hereby amended to, include and refer to New Borrower (as well as the other Persons to which the applicable term refers) from and after the date hereof. New Borrower hereby consents and agrees to all of the terms of the Credit Agreement and the other Loan Documents to which it is a party, and by execution of this Agreement hereby agrees that from and after the date hereof it shall be a party to and shall be bound by and liable for, each and all of the terms, restrictions, obligations, covenants and conditions of the Credit Agreement, Guarantee, Security Agreement, Assignment and the other Loan Documents which are applicable to a Designated Subsidiary, [“Daily Rental Borrower”,] [“Used Vehicle Flooring Borrower”,] [“Wholesale Flooring Borrower”,] [“Wholesale Leasing Borrower”,] [“Revolving Borrower”,] “Borrower”, “Guarantor”, “Debtor”, “Assignor” and “Obligor”. New General Partner acknowledges and agrees that it is a “General Partner” under the Credit Agreement (in accordance with and agrees to be bound by the provisions of Section 10.07(b) Credit Agreement as if it had been an original signatory thereto, effective as of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of hereof. All references in the Credit Agreement and each the other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering Loan Documents to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that term “General Partner” or “General Partners” shall be deemed to include New General Partner. Without limiting the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address generality of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute foregoing, New General Partner hereby repeats and deliver to the Collateral Agent reaffirms all covenants, agreements, representations and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer warranties of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of General Partners contained in the Credit Agreement and each Additional Credit Document then the Loan Documents to which it is a party, in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsits own capacity.

Joinder. (a) Each Lender that becomes New Originator hereby absolutely and unconditionally agrees to become a party to the Purchase and Sale Agreement as an “LenderOriginator” under thereunder and to be bound by all of the Credit Agreement (in accordance with provisions thereof, including the provisions of Article IX thereof. For greater certainty, each New Originator hereby acknowledges that pursuant to (i) Section 10.07(b) 1.1 of the Credit Purchase and Sale Agreement) , on and after the date hereof shall become it hereby sells all of its right, title and interest in, to and under the Receivables, the Related Rights with respect thereto and all proceeds of the foregoing to the Buyer and (ii) Section 1.5 of the Purchase and Sale Agreement, it has granted and hereby grants a party security interest to this Agreement upon its execution Buyer in, to and under all of an Assignment the New Originator’s right, title and Assumption Agreement contemplated by such Section 10.07. interest in and to: (bA) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations Receivables and the grant Related Rights now existing and hereafter created by the New Originator transferred or purported to be transferred under the Purchase and Sale Agreement, (B) all monies due or to become due and all amounts received with respect thereto and (C) all books and records of Liens securing such the New Originator to the extent related to any of the foregoing, to secure the New Originator’s obligations is permitted under the Purchase and Sale Agreement. Upon effectiveness of this Amendment, each New Originator shall be an “Originator” for all purposes of the Purchase and Sale Agreement and each of the Credit other Transaction Documents. Each New Originator further acknowledges that it has received copies of the Purchase and Sale Agreement and each the other Additional Credit Document then Transaction Documents. Each of the parties hereto hereby agrees that the provisions of this Amendment are in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering all material respects equivalent in form to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement “Joinder Agreement” set forth as an “Additional Credit Document” hereunder; and (2) as Exhibit C to the specific name Purchase and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Sale Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that The New Guarantor hereby becomes a “Lender” Guarantor under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each terms of the Credit Agreement and each in consideration of the value of the synergistic and other Additional Credit Document then in effect benefits received by the New Guarantor as a result of being or becoming affiliated with the Borrowers and this Agreement. If so permittedthe Guarantors, the Borrower shall only effect such designation by: (i) delivering to New Guarantor hereby agrees that effective as of the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligationsdate hereof it hereby is, and specifying shall be deemed to be, and assumes the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized RepresentativeObligations of, a Joinder "Loan Party" and a "Guarantor", jointly and severally under the Credit Agreement, which shall be acknowledged a "Guarantor," jointly and approved by an Authorized Officer of severally with the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute existing Guarantors under the Guaranty, a representation "Debtor" jointly and warranty by severally under the Borrower that Security Agreement and a Loan Party or Guarantor, as the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted case may be, under each of the other Loan Documents to which the Loan Parties or Guarantors are a party; and, the New Guarantor hereby agrees that from the date hereof and so long as any Loan or any Commitment of any Lender shall remain outstanding and until the indefeasible payment in full in cash of the Secured Obligations, expiration or termination of all Letters of Credit (or with respect to any undrawn Letters of Credit, the full Cash Collateralization thereof or the supporting thereof by another letter of credit from an issuing bank and on terms satisfactory to the Issuing Lender and the Administrative Agent), and the payment and performance of all other Obligations of the Loan Parties under the Loan Documents, the New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit Agreement, Guaranty, Security Agreement and each Additional of the other Loan Documents jointly and severally with the existing parties thereto. Without limiting the generality of the foregoing, the New Guarantor hereby represents and warrants that (i) each of the representations and warranties set forth in Section 5 of the Credit Document then Agreement applicable to a Loan Party is true and correct as to the New Guarantor on and as of the date hereof (other than representations and warranties that relate solely to an earlier date) and (ii) the New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty, Security Agreement and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect and this Agreement. In signing a Joinder Agreement, on the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsdate hereof.

Joinder. (a) Each Lender that By executing and delivering this Agreement, the Additional Guarantor hereby becomes a “Lender” under party to the Credit Agreement (as a “Guarantor” thereunder, expressly assumes all obligations and liabilities of a “Guarantor” thereunder and ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Without limiting the generality of the terms of paragraph (a), the Additional Secured Guarantor hereby unconditionally and irrevocably guarantees the prompt payment and performance of the Obligations from time to time only in full when due (whether at stated maturity, upon acceleration or otherwise), and agrees that if the incurrence of such obligations Borrower fails to pay any Obligation when due, it will forthwith, on written demand, pay the amount not so paid at the place and in the grant of Liens securing such obligations is permitted under each manner specified in the Credit Agreement, including, in particular, in accordance with Section 2.12 of the Credit Agreement (and each without duplication of any amount thereof previously paid by any other Additional Credit Document then Guarantor thereunder and not rescinded or refunded), and that in effect and this Agreement. If so permittedthe case of any extension of time of payment or renewal of any of the Obligations, the Borrower shall only effect same will be promptly paid in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with the terms of such designation by: (i) delivering to extension or renewal. The Additional Guarantor further agrees that its guarantee hereunder and under the Collateral Agent Credit Agreement constitutes a guarantee of payment when due and each Authorized Representative, written notice from an Authorized Officer certifying: (1) not of collection and that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series Guarantors under the Credit Agreement shall be joint and several. The Additional Guarantor hereby acknowledges that it has received a copy of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Credit Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borroweras it may have been amended or supplemented from time to time. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence The Additional Guarantor hereby makes each of the Additional Secured Obligations representations and the grant of Liens securing such obligations are permitted under each warranties contained in Article III of the Credit Agreement on the date hereof as if such representations and each Additional Credit Document then in warranties were made as of the date hereof, after giving effect and to this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. . (d) The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered Additional Guarantor hereby waives acceptance by the Borrower, Lender of the Parent and Guaranty by the Authorized Representative for such Additional Secured ObligationsGuarantor upon the execution of this Agreement by the Additional Guarantor.

Joinder. Each New Borrower is an Affiliate of Original Borrowers and, for value received, jointly and severally agrees to become a Borrower under the Credit Agreement pursuant to the following terms and conditions hereof. (a) Each Lender that becomes a “Lender” under of the Original Borrowers, Agent and the Lenders, which constitute all of the parties to the Credit Agreement and the Other Documents immediately prior to the Effective Date, hereby amend the Credit Agreement and the Other Documents to reflect that each New Borrower is hereby a Borrower (as defined in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after in, under and pursuant to the date hereof shall become Credit Agreement and the Other Documents, with all the rights, obligations, liabilities and duties of a party Borrower thereunder, and each New Borrower hereby agrees that it is a Borrower in, under and pursuant to this the Credit Agreement upon its execution and the Other Documents, with all the rights, obligations, liabilities and duties of an Assignment a Borrower thereunder, in each case regardless of when such obligations, liabilities and Assumption Agreement contemplated by such Section 10.07duties first arose. (b) The Each New Borrower may designate additional obligations hereby jointly and severally (i) joins in, becomes a party to, and agrees to comply with and be bound by, as Additional Secured Obligations from time to time only if a Borrower, the incurrence of such obligations terms and the grant of Liens securing such obligations is permitted under each conditions of the Credit Agreement and each other Additional Credit Other Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from same extent as if such New Borrower was an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunderoriginal signatory thereto; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing makes all of the Authorized Representative representations and warranties set forth in the Credit Agreement and the Other Documents; (iii) grants to execute Agent, for the benefit of itself and deliver the Lenders, pursuant to the Collateral Agent terms and provisions of the Credit Agreement, a continuing security interest in and Lien on all of its Collateral, free and clear of all Liens (other than Permitted Encumbrances); and (iv) agrees that it is a direct obligor (and not a surety) under the Credit Agreement. Without limiting the foregoing, each New Borrower agrees that it shall be jointly and severally liable with Original Borrowers for all liabilities and obligations regardless of when they first arose under the Credit Agreement and the Other Documents and each other Authorized Representative, New Borrower acknowledges and confirms that it has received a Joinder copy of the Credit Agreement, which shall be acknowledged including the exhibits, schedules and approved by an Authorized Officer of other attachments thereto, and the BorrowerOther Documents. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence In furtherance of the Additional Secured Obligations foregoing, each New Borrower agrees to execute and/or deliver to Agent such Other Documents, UCC financing statements, certificates as to organization and the grant incumbency and any other documents, instruments, certificates or agreements as Agent may reasonably request to give effect to this joinder of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing New Borrowers as a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. The Loan Parties are required by Section 7.12 of the Credit Agreement to cause Pinnacle Acquisitions, LLC, a Delaware limited liability company (“Pinnacle”) and Providence of Idaho, LLC, a Delaware limited liability company (together with Pinnacle, the “New Subsidiaries” and each a “New Subsidiary”) to become a “Guarantor” thereunder. Accordingly, each New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the holders of the Obligations: (a) Each Lender that becomes New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a “Lender” under party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 4(a), the New Subsidiaries hereby jointly and severally together with the other Guarantors, guarantee to each holder of the Obligations and the Administrative Agent, as provided in Article IV of the Credit Agreement, the prompt payment and performance of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07terms thereof. (b) The Borrower may designate additional Each New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, such New Subsidiary will be deemed to be a party to the Security Agreement and a “Grantor” for all purposes of the Security Agreement, and shall have all the obligations of a Grantor thereunder as Additional if it had executed the Security Agreement. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this paragraph 4(b), each New Subsidiary hereby grants to the Administrative Agent, for the benefit of the Secured Obligations from time to time only if Parties (as defined in the incurrence Security Agreement), a continuing security interest in, and a right of set off against, any and all right, title and interest of such obligations New Subsidiary in and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent (as defined in the Security Agreement) to secure the prompt payment and each Authorized Representativeperformance in full when due, written notice from an Authorized Officer certifying: whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (1) that as defined in the Borrower intends to incur additional obligations which Security Agreement); provided that, the security interest granted hereunder shall not constitute Additional Secured Obligationsa grant of security interest in, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement term “Collateral” shall not include, any Excluded Asset (as an “Additional Credit Document” hereunder; and (2) as to defined in the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Security Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower). (c) Each notice given New Subsidiary hereby acknowledges, agrees and confirms that, by an Authorized Officer pursuant its execution of this Agreement, such New Subsidiary will be deemed to Section 9.09(bbe a party to the Pledge Agreement and a “Pledgor” for all purposes of the Pledge Agreement, and shall have all the obligations of a Pledgor thereunder as if it had executed the Pledge Agreement. Each New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph 4(c), each New Subsidiary hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties (as defined in the Pledge Agreement), a continuing security interest in any and all right, title and interest of such New Subsidiary in and to the Equity Interests identified on Schedule 7 hereto and all other Pledged Collateral (as defined in the Pledge Agreement) of the New Subsidiaries to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations (as defined in the Pledge Agreement); provided that, the security interest granted hereunder shall not constitute a representation grant of security interest in, and warranty by the Borrower that term “Pledged Collateral” shall not include, any Excluded Assets (as defined in the incurrence Pledge Agreement). (d) To assure to the Administrative Agent the effectiveness, perfection and priority of its security interests in the Collateral (as defined in the Security Agreement) under the Security Agreement, each New Subsidiary authorizes the Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets whether now owned or hereafter acquired” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Additional Secured Obligations Collateral contained in the Security Agreement) disclosing the Administrative Agent’s security interest in any or all of the Collateral (as defined in the Security Agreement) of the New Subsidiaries without the New Subsidiaries’ signature thereon. (e) Each New Subsidiary hereby represents and warrants to the Administrative Agent and the grant Lenders that: (i) Such New Subsidiary’s exact legal name and state of Liens securing formation are as set forth on Schedule 1 hereto. (ii) Such New Subsidiary’s taxpayer identification number and organization number are set forth on Schedule 2 hereto. (iii) Other than as set forth on Schedule 3 hereto, such obligations are permitted under New Subsidiary has not changed its legal name, changed its state of formation, been party to a merger, consolidation or other change in structure in the five years preceding the date hereof. (iv) Schedule 4 hereto includes all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) (I) not constituting Excluded Property, (II) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (III) owned by such New Subsidiary as of the date hereof. None of the IP Rights of such New Subsidiary set forth in Schedule 4 hereto is subject to any licensing agreement or similar arrangement, except as set forth on Schedule 4 hereto. (v) Schedule 5 hereto includes all Commercial Tort Claims asserted in any judicial action before any Governmental Authority by or in favor of such New Subsidiary as of the date hereof. (vi) Schedule 6 hereto lists all real property located in the United States that is owned by such New Subsidiary as of the date hereof. (vii) Schedule 7 hereto lists each Subsidiary of such New Subsidiary, together with (i) jurisdiction of formation, (ii) number of shares of each class of Equity Interests outstanding, (iii) the number and percentage of outstanding shares of each class owned by such New Subsidiary (directly or indirectly) of such Equity Interests and (iv) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto. (f) The address of the New Subsidiaries for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 11.02 to the Credit Agreement and each Additional Credit Document then or such other address as the New Subsidiaries may from time to time notify the Administrative Agent in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationswriting.

Joinder. (a) Each Lender that becomes a “Lender” under By executing and delivering this Amendment, the Credit Agreement (New Borrower, as provided in accordance with the provisions of Section 10.07(b4.13(b) of the Credit Agreement) after the date hereof shall become , hereby becomes a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted “Borrower” under each of the Credit Agreement and each other Additional Loan Document as required of a Credit Document then Party with the same force and effect as if originally named as a Borrower therein and agrees to be bound by all the terms and conditions therein. By executing and delivering this Amendment, the New Borrower, as provided in Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and this complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations of the New Borrower, hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the New Borrower and expressly assumes all obligations and liabilities of a Grantor thereunder. The New Borrower hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement. If so permittedThe information set forth in Annex 1-A is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Amendment, the New Borrower shall only effect such designation by: (i) delivering hereby agrees that this Amendment may be attached to the Collateral Agent Guaranty and each Authorized Representative, written notice from an Authorized Officer certifying: (1) Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the New Borrower. In furtherance of the foregoing, New Borrower intends agrees to incur additional obligations which shall constitute Additional Secured Obligationsexecute and/or deliver to Agent such UCC financing statements (with proper authorization to file such UCC financing statements without New Borrower’s signature), and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) pledge agreements, security agreements, secretary’s certificates as to the specific name organization and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative incumbency and other, like documents, supplements, instruments, schedules, certificates or agreements as Agent may reasonably request to execute and deliver give effect to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrowerthis Amendment. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender By executing this Amendment, each New Borrower agrees that becomes a “Lender” under the Credit Agreement it shall (in accordance with the provisions of Section 10.07(bi) of the Credit Agreement) after the date hereof shall immediately and automatically become a party to this the Credit Agreement upon its execution as a Working Capital Borrower, Borrower and Loan Party as if it were an original signatory thereto, (ii) be bound by all of the provisions of the Credit Agreement applicable to such New Borrower as a Working Capital Borrower, Borrower and a Loan Party as if it were an Assignment original signatory thereto, and Assumption Agreement contemplated by such Section 10.07. (biii) The be considered a Working Capital Borrower, Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each a Loan Party for all purposes of the Credit Agreement and each other Additional Credit Document then in effect have the rights and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address all of the Authorized Representative for such Series obligations of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representativea Working Capital Borrower, a Joinder Borrower and a Loan Party thereunder. Each New Borrower (w) confirms that it has received a copy of the Credit Agreement, which shall be acknowledged together with copies of all other documents and approved by an Authorized Officer information as it has deemed appropriate to make its own decision to enter into this Amendment, including without limitation the joinder to Credit Agreement set forth in this Section 3, (x) agrees that it will perform in accordance with all of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation obligations and warranty comply with all of the covenants that by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each terms of the Credit Agreement and each Additional Credit Document then in the other Loan Documents are required of it as a Working Capital Borrower, a Borrower and a Loan Party thereunder, (y) confirms that, after giving effect and to the consummation of the transactions contemplated by this Agreement. In signing a Joinder AgreementAmendment, the Collateral Agent representations and each Authorized Representative warranties contained in the Credit Agreement and in any other Loan Document applicable to a Working Capital Borrower, a Borrower and a Loan Party are true and correct with respect to such New Borrower with the same effect as of the date hereof (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be entitled true and correct as of such earlier date) and (z) authorizes Borrower Representative to rely, without inquiry or investigation, upon act in such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder capacity on its behalf under the Credit Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsother Loan Documents. Each party hereto hereby further acknowledges and agrees that after giving effect to this Section 3, each reference to "Working Capital Borrower", "Working Capital Borrowers", "Borrower", "Borrowers, "Loan Party" and "Loan Parties" in the Credit Agreement shall be deemed to include each New Borrower.

Joinder. (a) Subject to the occurrence of the Third Amendment Effective Date (as defined in Section 4 below), each ▇▇▇▇▇▇▇ Transocean Party is hereby added as a Borrower under the Credit Agreement, and all references to “Borrower” or “Borrowers” contained in the Credit Agreement or any of the Credit Documents, shall hereafter be deemed to include each ▇▇▇▇▇▇▇ Transocean Party. (b) Each Lender ▇▇▇▇▇▇▇ Transocean Party hereby adopts the Credit Agreement, assumes in full, and acknowledges that becomes a “Lender” it is jointly and severally liable for, the payment, discharge, satisfaction and performance of all Obligations under the Credit Agreement and the other Credit Documents as if it were an original signatory as a Borrower thereunder. (c) ▇▇▇▇▇▇▇ Transocean hereby acknowledges and irrevocably and unconditionally agrees, that its prior grant to Collateral Agent, for Collateral Agent’s benefit and for the ratable benefit of Secured Parties, of a continuing security interest in and Lien on all of its Collateral (as defined in the ▇▇▇▇▇▇▇ Transocean Debenture) pursuant to the ▇▇▇▇▇▇▇ Transocean Debenture and its pledge of shares and other assets pursuant to the Share Pledge are hereby ratified, confirmed and shall continue in all respects. (d) ▇▇▇▇▇▇▇ Transocean II hereby acknowledges and irrevocably and unconditionally agrees, that its prior grant to Collateral Agent, for Collateral Agent’s benefit and for the ratable benefit of Secured Parties, of a continuing security interest in and Lien on all of its Collateral (as defined in the ▇▇▇▇▇▇▇ Transocean II Debenture) pursuant to the ▇▇▇▇▇▇▇ Transocean II Debenture is hereby ratified, confirmed and shall continue in all respects. (e) Each ▇▇▇▇▇▇▇ Transocean Party acknowledges and agrees that any amendment, restatement, rescission or other modification to such Credit Party’s Certificate of Incorporation, Memorandum and Articles of Association or any of its other organizational documents which has the effect of altering such ▇▇▇▇▇▇▇ Transocean Party’s status as a company organized under the International Business Companies Act in the Commonwealth of the Bahamas, would (i) be materially adverse to the interests of the Lenders in accordance with the provisions clause (e) of Section 10.07(b10.07 of the Credit Agreement and (ii) constitute an Event of Default under Section 11.03(i) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. Reimbursement Services Group, Inc., a New York corporation (“RSG”), hereby acknowledges, agrees and confirms that, by its execution of this Amendment No. 2, RSG will, concurrently with the Amendment No. 2 Effective Date, be (a) Each Lender that becomes deemed to be a party to the Amended Credit Agreement and (b) a “LenderGuarantor” under for all purposes of the Amended Credit Agreement and shall have all of the obligations of a Guarantor thereunder as if it had directly executed the Credit Agreement. Concurrently with the execution of this Amendment No. 2, RSG shall also execute and deliver the Security Agreement (as defined in the Amended Credit Agreement), as a “Securing Party” thereunder for all purposes of the Security Agreement (as defined in the Amended Credit Agreement) and shall have all obligations of a Securing Party thereunder, and shall take any and all such actions necessary to satisfy Section 3(b)(vi) hereof and Section 6.13(a) of the Amended Credit Agreement. RSG hereby ratifies, as of the Amendment No. 2 Effective Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Amended Credit Agreement and the Securing Parties contained in the Security Agreement (as defined in the Amended Credit Agreement). Without limiting the generality of the foregoing terms of this Section 4, RSG hereby (a) jointly and severally, together with the other Guarantors, guarantees to each Lender, each Affiliate of a Lender, the Administrative Agent and Collateral Agent the prompt payment of the Borrower Guaranteed Obligations (as defined in the Amended Credit Agreement) in full when due (whether at stated maturity, by acceleration or otherwise) in accordance with the provisions terms of Section 10.07(b) Article III of the Amended Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment , and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each by execution of the Security Agreement (as defined in the Amended Credit Agreement Agreement), pledges and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering grants to the Collateral Agent and each Authorized RepresentativeAgent, written notice from an Authorized Officer certifying: (1) that for the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address ratable benefit of the Authorized Representative for such Series Secured Parties (as defined in the Security Agreement (as defined in the Amended Credit Agreement)), a Lien upon all of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute its right, title and deliver interest in and to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence 3 of the Additional Secured Obligations and Security Agreement (as defined in the grant of Liens securing such obligations are permitted under each of the Amended Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations).

Joinder. (a) Each Lender that By executing and delivering this Agreement, the Additional Guarantor hereby becomes a “Lender” under party to the Credit Agreement (as a “Guarantor” thereunder, expressly assumes all obligations and liabilities of a “Guarantor” thereunder and ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Without limiting the generality of the terms of paragraph (a), the Additional Secured Guarantor hereby unconditionally and irrevocably guarantees the prompt payment and performance of the Obligations from time to time only in full when due (whether at stated maturity, upon acceleration or otherwise), and agrees that if the incurrence of such obligations Borrower fails to pay any Obligation when due, it will forthwith, on written demand, pay the amount not so 53757850_7 paid at the place and in the grant of Liens securing such obligations is permitted under each manner specified in the Credit Agreement, including, in particular, in accordance with Section 2.12 of the Credit Agreement (and each without duplication of any amount thereof previously paid by any other Additional Credit Document then Guarantor thereunder and not rescinded or refunded), and that in effect and this Agreement. If so permittedthe case of any extension of time of payment or renewal of any of the Obligations, the Borrower shall only effect same will be promptly paid in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with the terms of such designation by: (i) delivering to extension or renewal. The Additional Guarantor further agrees that its guarantee hereunder and under the Collateral Agent Credit Agreement constitutes a guarantee of payment when due and each Authorized Representative, written notice from an Authorized Officer certifying: (1) not of collection and that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series Guarantors under the Credit Agreement shall be joint and several. The Additional Guarantor hereby acknowledges that it has received a copy of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Credit Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borroweras it may have been amended or supplemented from time to time. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence The Additional Guarantor hereby makes each of the Additional Secured Obligations representations and the grant of Liens securing such obligations are permitted under each warranties contained in Article III of the Credit Agreement on the date hereof as if such representations and each Additional Credit Document then in warranties were made as of the date hereof, after giving effect and to this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. . (d) The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered Additional Guarantor hereby waives acceptance by the Borrower, Lender of the Parent and Guaranty by the Authorized Representative for such Additional Secured ObligationsGuarantor upon the execution of this Agreement by the Additional Guarantor.

Joinder. The undersigned is executing and delivering this Joinder pursuant to the Amended and Restated Registration Rights Agreement dated as of [●], 2021 (a) Each Lender that becomes as the same may hereafter be amended, the “Registration Agreement”), among Cvent Holding Corp., a Delaware corporation (the “Lender” under Company”), and the Credit Agreement (in accordance other person named as parties therein. By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of Section 10.07(b) the Registration Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Agreement, and the undersigned will be deemed for all purposes to be a holder, a[n] Sponsor Investor // Executive // Dragoneer Investor // Other Investor] thereunder and the undersigned’s shares of Common Stock shall be included as Registrable Securities under the Registration Agreement. Accordingly, the undersigned has executed and delivered this Joinder as of the Credit day of , . Signature of Stockholder Print Name of Stockholder Address: Agreed and Accepted as of . By: Its: INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) after is made and entered into as of [●], 2021 (the date hereof shall become “Effective Date”), by and among Cvent Holding Corp., a party Delaware corporation, formerly Dragoneer Growth Opportunities Corp. II, a Cayman Island exempted company (the “Company”), each of the Persons identified on the signature pages hereto under the heading “Vista Investors” (collectively, the “Vista Investors”), Dragoneer Growth Opportunities Holdings II, a Cayman Islands limited liability company (“Dragoneer Sponsor”) and each other Person executing and delivering a counterpart to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if with the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement Company as an “Additional Credit DocumentOther Investor” hereunder; and (2) as to each an “Other Investor” and together with the specific name Vista Investors and address Dragoneer Sponsor, the “Investors”). Each of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder AgreementCompany, the Collateral Agent Vista Investors and each Authorized Representative shall Dragoneer Sponsor may be entitled referred to rely, without inquiry or investigation, upon such representation in this Agreement as a “Party” and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by collectively as the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations“Parties”.

Joinder. (a) Each Lender that By executing and delivering this Amendment, each Additional Grantor hereby becomes a “Lender” under party to the Credit Guarantee and Collateral Agreement as a Guarantor and Grantor thereunder solely for the purposes of Article I (in accordance Definitions), Article II (Guarantee), Article III (Grant of Security Interest) and Article IX (General Provisions) with the provisions same force and effect as if originally named therein as a Guarantor and Grantor and, without limiting the generality of Section 10.07(bthe foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and Grantor under Article II (Guarantee) and Article III (Grant of Security Interest) of the Credit Guarantee and Collateral Agreement. The undersigned hereby agrees to be bound as a Guarantor and Grantor for the purposes of Article I (Definitions), Article II (Guarantee), Article III (Grant of Security Interest) after and Article IX (General Provisions) of the date hereof Guarantee and Collateral Agreement. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Exhibits A, C (with respect to all registered or applied for Patents, Trademarks or Copyrights owned by an Additional Grantor, regardless of in which jurisdiction such Intellectual Property has been registered or applied for) and D (solely with respect to any pledged Instruments). The Additional Grantor makes no representations or warranties and does not agree to any covenants, in each case, set forth in any Loan Document. Any representation, warranty or affirmative covenant made under any Loan Document with respect to a “guarantor,” “Loan Party,” or “Subsidiary Loan Party,” shall become a party exclude each Additional Grantor. The Guarantee and grant of the security interest by the Additional Grantors under the Guarantee and Collateral Agreement shall be subject to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and Agreed Security Principles. If the grant of Liens securing the security interest in any of an Additional Grantor’s assets conflicts with the Agreed Security Principles, such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which assets shall be acknowledged and approved by an Authorized Officer of the Borrowerdeemed to be Excluded Property. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each of the undersigned Incremental Lender, the Administrative Agent, the Borrower and the Subsidiary Guarantors acknowledges and agrees that upon the execution by such Incremental Lender that becomes of this Incremental Agreement No. 1 and the occurrence of the Incremental Agreement No. 1 Effective Date, such Incremental Lender (i) shall become a “Lender” under under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder and (in accordance with ii) shall have an aggregate Revolving Credit Commitment as set forth on Schedule I hereof opposite such Incremental Lender's name (as such Revolving Credit Commitment may thereafter be changed from time to time pursuant to the provisions of Section 10.07(b) terms of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07). (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and each the other Additional Credit Document then in effect Loan Documents and this Agreement. If so permittedthe exhibits thereto, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address together with copies of the Authorized Representative for financial statements referred to therein and such Series of Additional Secured Obligationsother documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Agreement No. 1; and (ii) causing agrees that it will, independently and without reliance upon the Authorized Representative Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to execute make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and deliver authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Collateral Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer (iv) agrees that it will perform in accordance with their terms all of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty obligations which by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each terms of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing are required to be performed by it as a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to relyLender including, without inquiry or investigationlimitation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by if it is organized under the Borrowerlaws of a jurisdiction outside the United States, its obligation pursuant to Section 2.16(f) of the Parent and the Authorized Representative for such Additional Secured ObligationsCredit Agreement.

Joinder. (a) Each of the undersigned Incremental Lender, the Administrative Agent, the Borrower and the Subsidiary Guarantors acknowledges and agrees that upon the execution by such Incremental Lender that becomes of this Incremental Agreement No. 2 and the occurrence of the Incremental Agreement No. 2 Effective Date, such Incremental Lender (i) shall become a “Lender” under under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder and (in accordance with ii) shall have an aggregate Revolving Credit Commitment as set forth on Schedule I hereof opposite such Incremental Lender’s name (as such Revolving Credit Commitment may thereafter be changed from time to time pursuant to the provisions of Section 10.07(b) terms of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07). (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and each the other Additional Credit Document then in effect Loan Documents and this Agreement. If so permittedthe exhibits thereto, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address together with copies of the Authorized Representative for financial statements referred to therein and such Series of Additional Secured Obligationsother documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Agreement No. 2; and (ii) causing agrees that it will, independently and without reliance upon the Authorized Representative Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to execute make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and deliver authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Collateral Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer (iv) agrees that it will perform in accordance with their terms all of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty obligations which by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each terms of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing are required to be performed by it as a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to relyLender including, without inquiry or investigationlimitation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by if it is organized under the Borrowerlaws of a jurisdiction outside the United States, its obligation pursuant to Section 2.16(f) of the Parent and the Authorized Representative for such Additional Secured ObligationsCredit Agreement.

Joinder. (a) Each Lender Provided that becomes a “Lender” the Closing of the transaction under the Credit Agreement to which this Joinder is attached shall occur, WSRH Holdings, LLC, a Delaware limited liability company (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon “Holdings”), (which by its execution of an Assignment this Joinder acknowledges to Buyer that it has a material, economic interest in Waverly Seller and Assumption Austin Seller) agrees to and does hereby absolutely and unconditionally guarantee the obligations of each Seller under this Agreement, if any, to pay adjudicated damages to Buyer (the “Obligations”), subject to and not to exceed the Maximum Liability Amount set forth in Section 10.2.1 of the Agreement, and subject to any floor and minimum amounts set forth in Section 10.2.1 of the Agreement, all other limitations set forth in Section 10.2 of the Agreement, the limitations on survival set forth in Section 7.3 of the Agreement contemplated or otherwise, and all other limitations expressly contained in the Agreement. Holdings represents that its net worth as of the Closing Date, without taking into account the Properties or any contingent liability, will be greater than $20,000,000. Holdings covenants and agrees that, during the Survival Period (and, if a claim is made by Buyer under the Agreement during the Survival Period, then until such Section 10.07. (b) The Borrower may designate additional claim is resolved), Holdings will retain sufficient reserves to pay its obligations as Additional Secured Obligations they come due. Holdings hereby waives any right to require Buyer to (i) proceed against either Seller or pursue any rights or remedies with respect to the Agreement, or (ii) pursue any other remedy whatsoever in Buyer’s power. Buyer shall have the right, subject to the limitations set forth in the Agreement, to enforce this Joinder regardless of the release or discharge of either Seller by operation of law. The liability of Holdings under this Joinder shall not be deemed to have been waived, released, discharged, impaired or affected by reason of the release or discharge of either Seller in any receivership, bankruptcy, winding-up or other creditors’ proceedings or the rejection, disaffirmance or disclaimer of the Agreement by any party in any such action or proceeding. Holdings authorizes Seller, without notice or consent and without affecting, impairing or discharging Holdings’ liability hereunder, to from time to time only if (a) renew, modify, amend, extend or discharge the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each provisions of the Credit Obligations, or of any other term contained within the Agreement, and (b) exercise or refrain from exercising any of its rights or obligations under the Agreement, at law or in equity. Holdings liability hereunder shall not be impaired by Buyer’s release in whole or in part Seller or any member in Seller (other than Holdings) from liability. Holdings may not assign its obligations under the Joinder. Holdings agrees to pay (unless Holdings prevails in the enforcement action in question), upon demand therefor, reasonable attorneys’ fees and all other costs and expenses that may be incurred by Buyer in the enforcement of this Joinder and/or the Agreement and each agrees that all attorneys’ fees and other Additional Credit Document then costs and expenses incurred by Buyer in effect pursuing or enforcing rights under this Joinder, whether in litigation, or with respect to the Obligations or this Joinder, or in administrative, bankruptcy or reorganization proceedings shall constitute obligations which are guaranteed hereunder. Holdings represents and this Agreement. If so permitted, the Borrower shall only effect such designation by: warrants to Buyer that (i) delivering to it is a Delaware limited liability company, duly organized, validly existing and in good standing under the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address laws of the Authorized Representative for such Series of Additional Secured Obligations; and state in which it was formed, (ii) causing it has the Authorized Representative power, right, authority and legal capacity to execute and deliver this Joinder and to fully perform and observe the Collateral Agent terms hereof, (iii) the execution, delivery and each other Authorized Representativeperformance by it of this Joinder has been duly authorized by all necessary action on behalf of Holdings, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer (iv) all of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not persons who execute and deliver this Joinder on behalf of Holdings have been duly authorized and empowered on behalf of Holdings so to do, (v) this Joinder is the valid and binding obligation of Holdings enforceable against it in accordance with its terms, (vi) the execution, delivery and performance by it of this Joinder will not (A) violate any Joinder Agreement unless provision of any of its organizational documents, (B) require it to obtain any consent, approval or action of, or make any filing with or give any notice to, any person, (C) violate, conflict with or result in the breach of any of the terms of, result in a material modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default (by way of substitution, novation or otherwise) under, any agreement to which it or any of its affiliates (whether now or formerly existing) is or was a party or by or to which any of them or any of their properties may be (or have been) bound or subject, (D) violate any order, judgment, injunction, award, decree or writ of any governmental body, entity or authority against, or binding upon, it or any of its affiliates or upon any of its or their properties or the business of Holdings or (E) violate any law, statute, code, ordinance, regulation or other requirement of any governmental body, entity or authority, and until such Joinder Agreement has been executed (vii) there is no provision in the organizational documents of Holdings that would prevent or limit, or is otherwise inconsistent with, Holdings’ execution and delivered by the Borrowerdelivery of, the Parent and the Authorized Representative for such Additional Secured Obligations.performance under, this Joinder. WSRH HOLDINGS, LLC, a Delaware limited liability company By: ▇▇▇▇▇▇ Acquisition REOC Holdings IV, LLC, a Delaware limited liability company Member By: ▇▇▇▇▇▇ Street Real Estate Fund IV, L.P., a Delaware limited partnership Its Managing Member By: ▇▇▇▇▇▇ Street Managers IV, L.P., a Delaware limited partnership Its General Partner By: WSC Managers IV, Inc., a Delaware corporation Its General Partner By: Name: Title:

Joinder. (a) Each Lender that By this Agreement, each Joining Party hereby becomes a “LenderBorrower” under the Credit Agreement, the Notes, the Indemnity Agreement (in accordance and the other Loan Documents with respect to all of the provisions of Section 10.07(b) of Obligations under the Credit Agreement) after , the date hereof Notes, the Indemnity Agreement and the other Loan Documents, whether now existing or hereafter incurred, and a “Contributing Party” under the Contribution Agreement. Each Joining Party agrees that it is and shall become be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a party to this Agreement upon its execution of an Assignment “Borrower” and Assumption Agreement contemplated by such Section 10.07a “Contributing Party” under the Credit Agreement, the Notes, the Indemnity Agreement, the other Loan Documents and the Contribution Agreement. (b) The Borrower may designate additional obligations Each Joining Party represents and warrants to Administrative Agent that, as Additional Secured Obligations from time to time only if of the incurrence of such obligations date hereof, the representations and the grant of Liens securing such obligations is permitted under each of warranties contained in the Credit Agreement and each the other Additional Credit Document then Loan Documents applicable to a “Borrower” are true and correct in effect and this Agreementall material respects as applied to such Joining Party as a Borrower. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address As of the Authorized Representative for such Series date hereof, all covenants and agreements in the Loan Documents and the Contribution Agreement of Additional Secured Obligations; and (ii) causing the Authorized Representative Borrowers apply to execute Joining Parties and deliver no Default or Event of Default exists with respect to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the BorrowerJoining Parties. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence Joining Party hereby agrees that, as of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of date hereof, the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral other Loan Documents and the Contribution Agreement heretofore delivered to Administrative Agent and each Authorized Representative the Lenders shall be entitled a joint and several obligation of such Joining Party to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been the same extent as if D-1 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 executed and delivered by such Joining Party, and, upon request by Administrative Agent, such Joining Party will promptly execute and deliver such other agreements, instruments and other documents requested by Administrative Agent to confirm such obligations or to further evidence the Borrowerfact that such Joining Party has become a party to the Credit Agreement, the Parent other Loan Documents and the Authorized Representative for such Additional Secured ObligationsContribution Agreement.

Joinder. (a) Each Lender that becomes New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, it will be deemed to be a “Lender” under party to the Credit Agreement (as amended by this Amendment) and the other Loan Documents to the extent applicable to it, and shall have all of the obligations of a “Borrower” thereunder as if it had executed the Credit Agreement and the other Loan Documents applicable to it. New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all the terms, provisions and conditions applicable to a “Borrower” contained in accordance with the provisions Credit Agreement and the other Loan Documents applicable to it in its capacity as a “Borrower”. Without limiting the generality of the foregoing terms of this Section 10.07(b) 2, New Borrower represents and warrants that the representations and warranties in Section 4 of the Credit Agreement) after Agreement and in the other Loan Documents applicable to a “Borrower” are true and correct in all material respects as of the date hereof hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall become a party to this Agreement upon its execution be true and correct in all material respects as of an Assignment and Assumption Agreement contemplated by such Section 10.07earlier date. (b) The New Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations acknowledges, agrees and the grant of Liens securing such obligations is permitted under each confirms that it has received a copy of the Credit Agreement and each other Additional Credit Document then in effect the schedules and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrowerexhibits thereto. (c) Each notice given by an Authorized Officer pursuant New Borrower agrees that at any time and from time to Section 9.09(btime, upon the reasonable written request of JGB Agent, it will execute and deliver such further documents, including, without limitation, updated schedules to the Credit Agreement, and do such further acts and things as JGB Agent may reasonably request to affect the purposes of this Amendment. (d) shall constitute a representation The Existing Borrowers acknowledge, agree and warranty by confirm that, notwithstanding the joinder of New Borrower that to the incurrence Credit Agreement, the obligations of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted Existing Borrowers under each of the Credit Agreement and the other Loan Documents to which they are a party are hereby ratified and shall continue to be in full force and effect for all purposes. Borrowers (including, without limitation, New Borrower) agree that they are jointly and severally liable for the repayment of the Obligations in accordance with the Credit Agreement and the other Loan Documents. (e) Each Borrower and Guarantor acknowledges, agrees and confirms that, by its execution of this Amendment, Credit Agreement will be deemed amended to include New Borrower as a “Borrower” as such term is defined therein and each Additional Credit Document then in effect Borrower and this Agreement. In signing a Joinder AgreementGuarantor hereby, the Collateral jointly and severally, unconditionally and irrevocably guarantees to JGB Agent and each Authorized Representative shall be entitled to relyLenders, without inquiry as a guaranty of payment and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, by lapse of time, by acceleration of maturity, demand or investigationotherwise, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by at all times thereafter, of the Obligations of New Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, New Borrower will be deemed a “Lender” under party to the Credit Agreement and a “Borrower” for all purposes of the Credit Agreement. New Borrower hereby ratifies, as of the Ninth Amendment Date, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Borrowers contained in the Credit Agreement, as amended hereby. Without limiting the generality of the foregoing terms of this Section 1(a), New Borrower hereby jointly and severally together with the other Borrowers and Guarantors, guarantees to the Lenders and each other holder of the Obligations, as primary obligor and not as surety, the prompt payment and performance of the Obligations in full when due (whether at state maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the provisions of Section 10.07(b) terms of the Credit Agreement) after Agreement as amended hereby and the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07other Loan Documents. (b) The New Borrower may designate additional obligations hereby represents and warrants to the Lender that the exact legal name and state of organization of New Borrower as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement Ninth Amendment Date is as set forth in the preamble hereto. The address of New Borrower for purposes of all notices and each other Additional Credit Document then in effect and this Agreement. If so permitted, communications is the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative Borrower Representative. New Borrower hereby grants to Administrative Agent, for such Series the benefit of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representativeall Lenders, a Joinder Agreementfirst priority security interest and Lien on all items of Collateral owned by New Borrower to secure the Obligations (including, which shall be acknowledged and approved by an Authorized Officer for the avoidance of doubt, the Borrower2019 Term Loan). (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute Certain Persons executing this Amendment as a representation and warranty by Lender, have not heretofore been a Lender (or been assigned rights as a Lender). By their signature hereto, such Persons hereby join the Borrower that Credit Agreement as a Lender, make the incurrence commitments of the Additional Secured Obligations Lenders set forth in the Credit Agreement, as amended hereby, and agree to all of the grant of Liens securing such obligations are permitted under each provisions of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsas amended hereby.

Joinder. (a) Each Lender of the Additional Borrowers hereby agrees that becomes effective as of the date hereof, such Additional Borrower is, and shall be, a “Lender” Borrower under the Credit Agreement with all of the rights and obligations of a Borrower thereunder, and the term Borrower when used in the Credit Agreement or in any other Loan Document shall include such Additional Borrower. As a result (in accordance i) each Additional Borrower shall be entitled to borrow or have Letters of Credit issued for its account under the Credit Agreement on the terms of, and subject to the conditions of, the Credit Agreement to the same extent as if it were an original signatory to that Agreement as a Borrower and (ii) each Additional Borrower shall be liable to the Agent and the Banks for, and hereby assumes and agrees to be liable for, all of the obligations and liabilities of a Borrower under the Credit Agreement, the Notes and the other Loan Documents as applicable to the same extent as if it were an original signatory to those documents as a Borrower. Each of the Additional Borrowers hereby agrees with the Agent and the Banks that it shall perform, comply with and be subject to and be bound by, each of the terms, provisions of Section 10.07(b) and conditions of the Credit Agreement, including, without limitation, the monetary payment provisions, and each other Loan Document to which it is a party by virtue of this Agreement. Without limiting the generality of the foregoing, each Additional Borrower hereby represents and warrants that (i) after each of the representations and warranties set forth in Section 3 of the Credit Agreement is true and correct as to such Additional Borrower on and as of the date hereof shall become a party to this Agreement upon its execution as if made on and as of an Assignment and Assumption Agreement contemplated the date hereof by such Section 10.07. Additional Borrower and (bii) The such Additional Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations has heretofore received a true and the grant of Liens securing such obligations is permitted under each correct copy of the Credit Agreement and each of the other Additional Credit Document then Loan Documents (including any amendments, supplements or waivers thereto) as in effect on the date hereof Each Additional Borrower hereby makes, affirms, and this ratifies in favor of the Banks and the Agent the Credit Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering Notes and each of the other Loan Documents given by one or more of the Borrowers to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that and/or the Banks. Each Additional Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative also agrees to execute and deliver (or to cause to be executed and delivered) at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be requested by the Collateral Agent to effectuate the provisions and each other Authorized Representative, a Joinder purposes of this Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant it being acknowledged, however, that no such documents are needed in order for such Additional Borrower to Section 9.09(b) shall constitute become a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect to be liable for all of the obligations and this Agreement. In signing liabilities of a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsBorrower thereunder as if it were an original signatory thereto.

Joinder. 16.1 From and after the Effective Date, the Company shall make best commercial efforts to procure and cause all Shareholders (other than holders of Option Shares) who have not executed this Agreement on the date hereof, to (a) Each Lender that becomes sign a joinder in the form attached hereto as Schedule 16.1 (a “LenderJoinder” under and a “Joining Shareholder” respectively) (and the Credit Agreement Company shall promptly furnish a copy thereof to the Purchaser) and (in accordance b) deposit their Share Transfer Instruments with the provisions Company, in order to obtain the accession hereto of Section 10.07(bone hundred percent (100%) of the Credit Agreement) Securityholders. Thereafter, such Joining Shareholder shall be deemed an Executing Shareholder hereunder for all intents and purposes and Schedule I shall automatically be updated to include such holder as a Securityholder. The Company shall communicate promptly to the Purchaser any material update to the Company’s efforts to obtain such agreements. 16.2 Prior to the Acquisition Closing, the Company shall make best commercial efforts to procure and cause all holders of Company Options, issued before or after the date hereof of this Agreement, to sign the Optionholder Joinder (and the Company shall become promptly furnish a party copy thereof to the Purchaser) and deposit their Share Transfer Instruments with the Company. Thereafter, such holder shall be deemed a Securityholder hereunder for all intents and purposes and Schedule I shall automatically be updated to include such holder as a Securityholder. 16.3 From the date of this Agreement upon through the earlier of the Acquisition Closing or the termination of this Agreement, (a) the Securityholders will not sell, convey, transfer, gift or otherwise dispose of any Shares or other Company Securities held by them, unless (i) such proposed transferee agrees to the terms and provisions of, and to be bound by, this Agreement by executing the Joinder and depositing its execution Share Transfer Instruments with the Company, and (ii) the Company gives notice to Purchaser of an Assignment each such transfer and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence Company will not issue any Shares or other Company Securities other than (i) issuance of such obligations and Shares upon the exercise of Company Options by employees or consultants of the Company (“Option Shares”), (ii) the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permittedany Company Options, the Borrower shall only effect such designation by: (i) delivering pursuant to the Collateral Agent 2019 Amended Plan, or (iii) issuance of Shares upon the exercise or conversion of Convertible Securities, other than Option Shares, unless the recipient executes the Joinder and each Authorized Representative, written notice from an Authorized Officer certifying:deposits its Share Transfer Instruments with the Company. (1) 16.4 The Company shall make best commercial efforts to procure that the Borrower intends holders of Option Shares sell their Option Shares to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the BorrowerPurchaser at Acquisition Closing. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. By executing and delivering this Joinder Agreement, the New Co-Surety, Federal, AIG, the Company, and each other Indemnitor hereby agree as follows: (a) Each Lender that becomes Effective as of the date of this Joinder Agreement, the New Co-Surety shall become, and thereafter shall be, a “Lender” under party to the Underwriting Agreement as a co-surety thereunder, and shall be entitled to all applicable benefits of the Underwriting Agreement and the other Surety Credit Agreement (Documents in accordance with the provisions of Section 10.07(b) terms and conditions of the Underwriting Agreement and the other Surety Credit Documents and of this Joinder Agreement) after , and the date hereof New Co-Surety shall become a party be bound by, and hereby agrees to comply with, all applicable obligations under the Underwriting Agreement and the other Surety Credit Documents in accordance with the terms and conditions of the Underwriting Agreement and the other Surety Credit Documents and of this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07Joinder Agreement. (b) The Borrower may designate additional obligations Effective as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and date of this Joinder Agreement. If so permitted, the Borrower definition of “Surety” in the Underwriting Agreement shall be deemed to include the New Co-Surety; provided, however, that notwithstanding the foregoing or anything to the contrary in the Underwriting Agreement or this Joinder Agreement, “Surety” shall be deemed to refer only effect such designation byto Federal, and Federal shall be authorized to act without the joinder of the New Co-Surety, under the following provisions in the Underwriting Agreement: (i) delivering Principal will deliver to Federal and Federal will be entitled to accept on behalf of Federal and New Co-Surety any cash and/or letters of credit that are delivered pursuant to clauses (b), (d), (e) and (j) of the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying:definition of “Event of Default” in Section 1 of the Underwriting Agreement; (1ii) that Section 2 of the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying Underwriting Agreement; (iii) The second sentence in the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunderthird paragraph in Section 5 of the Underwriting Agreement; (iv) The first sentence in the fourth paragraph in Section 5 of the Underwriting Agreement; and (2v) as Any provision relating to a Bond issued by Federal without the specific name and address participation of the Authorized Representative for New Co-Surety including, without limitation, any waiver or consent relating to any such Series of Additional Secured Obligations; and Bond or related Bonded Contract (ii) causing the Authorized Representative including, without limitation, pursuant to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer Section 37 of the BorrowerUnderwriting Agreement). (c) Each notice given Notwithstanding the foregoing or anything to the contrary in the Underwriting Agreement or this Joinder Agreement, “Surety” shall not be deemed to refer to New Co-Surety, and Federal and/or AIG, as appropriate, shall be authorized to act without the joinder of the New Co-Surety, under any provision relating to a Bond issued by an Authorized Officer Federal and/or AIG without the participation of the New Co-Surety including, without limitation, any waiver or consent relating to any such Bond or related Bonded Contract (including, without limitation, pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence 37 of the Additional Secured Obligations and the grant Underwriting Agreement). (d) For purposes of Liens securing such obligations are permitted under each Section 38 of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Underwriting Agreement, the Collateral Agent and each Authorized Representative following address of the New Co-Surety shall be entitled added to relythe address for notices to the Surety: Liberty Mutual Insurance Company ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, without inquiry or investigation▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, upon such representation and warranty▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇ ▇. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.▇▇▇▇▇

Joinder. (a) Each Lender that becomes In the case of any Transfer described in Clause 4.6 (any such Transfer shall be referred to hereinafter as a “LenderPermitted Transfer” under and any such transferee being referred to as a “Permitted Transferee”): (i) where the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become Permitted Transferee is not already a party to this Agreement upon its execution of an Assignment Agreement, the Permitted Transferee shall have executed and Assumption Agreement contemplated by delivered to the Company, as a condition precedent to any such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each Permitted Transfer or acquisition of the Credit Agreement and each other Additional Credit Document then in effect and this Shares, a Joinder Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative Permitted Transfer shall not, in the Company’s reasonable opinion formed after consulting the relevant stock exchange, regulatory body and professionals, adversely affect the Qualified IPO. (b) In the case of any Transfer described in Clause 4.4, no Transferor or Co-Sale Party may sell or Transfer its Shares unless and until, where the transferee(s) are not already a party to execute this Agreement, the transferee(s) shall have executed and deliver delivered to the Collateral Agent Company a duly executed Joinder Agreement taking immediate effect.. (c) Without prejudice to Clause 9, the Company shall not allot and each other Authorized Representativeissue or reserve for allotment and issue any of its Shares, including any Convertible Securities exercisable into Ordinary Shares, to any Senior Manager unless such person has acceded to, agreed to be bound by, and assumed all of the rights and obligations under the terms and conditions of this Agreement, whether as an original party hereto or by signing a Joinder Agreement. (d) Upon the execution and delivery by any person of a Joinder Agreement, which such person shall be acknowledged deemed a “Party” for all purposes of this Agreement and approved shall have the rights and be subject to the obligations under this Agreement of such Party Transferring such Shares to the transferee executing the Joinder Agreement or, in the case of a Joinder Agreement executed by an Authorized Officer a Senior Manager, shall have the rights and be subject to the obligations under this Agreement of the Borrowera Senior Manager. (ce) Each notice given by an Authorized Officer pursuant Joinder Agreement shall, upon its execution and delivery to Section 9.09(b) shall constitute a representation and warranty by the Borrower that Company, become effective as between such person who has executed the incurrence of the Additional Secured Obligations Joinder Agreement and the grant of Liens securing such obligations are permitted under each of the Credit Agreement other Parties, and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent it shall not execute and deliver require the execution or consent of any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsother Party.

Joinder. (a) Each Lender that becomes The New Originator hereby absolutely and unconditionally agrees to become a party to the Purchase and Sale Agreement as an “LenderOriginator” under thereunder and to be bound by all of the Credit Agreement (in accordance with provisions thereof, including the provisions of Article IX thereof. For greater certainty, the New Originator hereby acknowledges that pursuant to (i) Section 10.07(b) 1.2 of the Credit Purchase and Sale Agreement) , on and after the date hereof shall become it hereby sells all of its right, title and interest in, to and under the Receivables, the Related Rights with respect thereto and all proceeds of the foregoing to the Buyer and (ii) Section 1.5 of the Purchase and Sale Agreement, it has granted and hereby grants a party security interest to this Agreement upon its execution Buyer in, to and under all of an Assignment the New Originator’s right, title and Assumption Agreement contemplated by such Section 10.07. interest in and to: (bA) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations Receivables and the grant Related Rights now existing and hereafter created by the New Originator transferred or purported to be transferred under the Purchase and Sale Agreement, (B) all monies due or to become due and all amounts received with respect thereto and (C) all books and records of Liens securing such the New Originator to the extent related to any of the foregoing, to secure the New Originator’s obligations is permitted under the Purchase and Sale Agreement. Upon effectiveness of this Amendment, the New Originator shall be an “Originator” for all purposes of the Purchase and Sale Agreement and each of the Credit other Transaction Documents. The New Originator further acknowledges that it has received copies of the Purchase and Sale Agreement and each the other Additional Credit Document then Transaction Documents. Each of the parties hereto hereby agrees that the provisions of this Amendment are in effect all material respects equivalent in form to the “Joinder Agreement” set forth as Exhibit C to the Purchase and this Sale Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (733003140 18569090 2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes 2.1. The Additional Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, effective the date hereof, the Additional Borrower will be deemed to be a “Lender” under party to the Credit Loan Agreement (and a "Borrower" for all purposes of the Loan Agreement, and will be deemed to be a party to the Security Agreement and a "Pledgor" for all purposes of the Security Agreement, and shall have all of the rights and obligations of a Borrower and a Pledgor thereunder as fully as if it had executed the Loan Agreement and the Security Agreement as a Borrower or a Pledgor. The Additional Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Agreement and the Security Agreement which are binding upon the Borrower and Pledgor, as may be supplemented from time to time in accordance with the provisions terms thereof. 2.2. The Bank confirms that immediately upon execution of Section 10.07(b) of this Agreement by the Credit Agreement) after parties hereto, the date hereof Additional Borrower shall become a party to this Borrower and a Pledgor under the Loan Agreement upon its execution of an Assignment and Assumption Security Agreement contemplated by such Section 10.07respectively. 2.3. The Additional Borrower agrees that, at any time and from time to time, upon the written request of the Bank, it will execute and deliver such further documents and do such further acts and things as the Bank may reasonably request in order to effect the purposes of this Agreement. 2.4. The Additional Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) The Borrower may designate additional obligations the representations and warranties in the Loan Agreement are true as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit date of this Agreement and each other Additional Credit Document then in effect and as if made on the date of this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given this Agreement does not conflict with any law, agreement, or obligation by an Authorized Officer pursuant which the Additional Borrower is bound, except to Section 9.09(bthe extent where any such conflict would not have a material adverse effect on the Additional Borrower’s business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit, and (d) shall constitute if the Additional Borrower is a representation business entity or a trust, this Agreement is within the Additional Borrower's powers, has been duly authorized, and warranty by the Borrower that the incurrence does not conflict with any of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations's organizational papers.

Joinder. The undersigned, [ ], a [ ], (the “New Representative”) as [trustee] [collateral trustee] [administrative agent] [collateral agent] under that certain [described applicable indenture, credit agreement or other document governing the additional secured debt] hereby: (a) Each Lender represents that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall New Representative has been authorized to become a party to this the ABL/Term Loan Intercreditor Agreement upon its execution on behalf of the [ABL Secured Parties under an Assignment [ABL Substitute Facility] [Term Loan Secured Parties under a Term Loan Substitute Facility] [Additional Pari Term Loan Debt Secured Parties under an Additional Pari Term Loan Debt Facility] as [an ABL Agent under an ABL Substitute Facility] [a Term Loan Agent under a Term Loan Substitute Facility] [an Additional Pari Term Loan Debt Agent under an Additional Pari Term Loan Debt Facility] under the ABL/Term Loan Intercreditor Agreement for all purposes thereof on the terms set forth therein, and Assumption to be bound by the terms of the ABL/Term Loan Intercreditor Agreement contemplated by such Section 10.07. as fully as if the undersigned had executed and delivered the ABL/Term Loan Intercreditor Agreement as of the date thereof; and (b) agrees that its address for receiving notices pursuant to the ABL/Term Loan Intercreditor Agreement shall be as follows: [Address]; 2. Lien Sharing and Priority Confirmation. [Option A: to be used if Additional Debt constitutes ABL Debt Obligations] The Borrower may designate additional obligations undersigned New Representative, on behalf of itself and each holder of ABL Debt Obligations for which the undersigned is acting as [collateral agent] hereby agrees, for the benefit of all Secured Parties and each future Representative, and as a condition to being treated as ABL Debt Obligations under the ABL/Term Loan Intercreditor Agreement, that the New Representative is bound by the provisions of the ABL/Term Loan Intercreditor Agreement, including the provisions relating to the ranking of Liens [or] [Option B: to be used if Additional Debt constitutes a Series of Pari Term Loan Debt ] The undersigned New Representative, on behalf of itself and each holder of Obligations in respect of the Series of Term Loan Debt Obligations or Additional Pari Term Loan Debt [that constitutes a Term Loan Substitute Facility] for which the undersigned is acting as [Term Loan Agent] [Pari Term Loan Debt Agent] hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Secured Debt Obligations from under the ABL/Term Loan Intercreditor Agreement, that: (a) all Pari Term Loan Debt Obligations will be and are secured equally and ratably, by all Pari Term Loan Debt Liens at any time granted by the Grantors or any other Grantor to time only if the incurrence secure any Obligations in respect of such obligations and the grant Series of Liens securing such obligations is permitted under each of the Credit Agreement and each other Term Loan Debt Obligations or Additional Credit Document then in effect and this Agreement. If so permittedPari Term Loan Debt, the Borrower shall only effect such designation by: (i) delivering to the B-2 whether or not upon property otherwise constituting Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Term Loan Debt Obligations; and , and that all such Pari Term Loan Debt Liens will be enforceable by the Pari Term Loan Debt Agent with respect to such Series of Pari Term Loan Debt for the benefit of all holders of Pari Term Loan Debt Obligations equally and ratably; (iib) causing the Authorized New Representative to execute and deliver each holder of Obligations in respect of the Series of Pari Term Loan Debt for which the undersigned is acting as Pari Term Loan Debt Agent are bound by the provisions of the ABL/Term Loan Intercreditor Agreement, including the provisions relating to the Collateral Agent ranking of Pari Term Loan Debt Liens and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged the order of application of proceeds from enforcement of Pari Term Loan Debt Liens; and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant the New Representative and each holder of Obligations in respect of the Series of Pari Term Loan Debt for which the undersigned is acting as Pari Term Loan Debt Agent appoints the Pari Term Loan Debt Agent and consents to Section 9.09(b) shall constitute a representation the terms of the ABL/Term Loan Intercreditor Agreement and warranty the performance by the Borrower that Pari Term Loan Debt Agent of, and directs the incurrence of Pari Term Loan Debt Agent to perform, its obligations under the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder ABL/Term Loan Intercreditor Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon together with all such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationspowers as are reasonably incidental thereto.

Joinder. (a) Each Lender that becomes 2.1. The Additional Borrower hereby acknowledges, agrees and confirms that, by its execution of this Agreement, effective the date hereof, the Additional Borrower will be deemed to be a party to the Loan Agreement and a “LenderBorrower” under for all purposes of the Credit Loan Agreement, and will be deemed to be a party to the Security Agreement (and a “Pledgor” for all purposes of the Security Agreement, and shall have all of the rights and obligations of a Borrower and a Pledgor thereunder as fully as if it had executed the Loan Agreement and the Security Agreement as a Borrower or a Pledgor. The Additional Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Loan Agreement and the Security Agreement which are binding upon the Borrower and Pledgor, as may be supplemented from time to time in accordance with the provisions terms thereof. 2.2. The Bank confirms that immediately upon execution of Section 10.07(b) of this Agreement by the Credit Agreement) after parties hereto, the date hereof Additional Borrower shall become a party to this Borrower and a Pledgor under the Loan Agreement upon its execution of an Assignment and Assumption Security Agreement contemplated by such Section 10.07respectively. 2.3. The Additional Borrower agrees that, at any time and from time to time, upon the written request of the Bank, it will execute and deliver such further documents and do such further acts and things as the Bank may reasonably request in order to effect the purposes of this Agreement. 2.4. The Additional Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Loan Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) The Borrower may designate additional obligations the representations and warranties in the Loan Agreement are true as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit date of this Agreement and each other Additional Credit Document then in effect and as if made on the date of this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given this Agreement does not conflict with any law, agreement, or obligation by an Authorized Officer pursuant which the Additional Borrower is bound, except to Section 9.09(bthe extent where any such conflict would not have a material adverse effect on the Additional Borrower’s business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit, and (d) shall constitute if the Additional Borrower is a representation business entity or a trust, this Agreement is within the Additional Borrower’s powers, has been duly authorized, and warranty by the Borrower that the incurrence does not conflict with any of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations’s organizational papers.

Joinder. Stockholder, in his, her or its capacity as a Stockholder, hereby joins in, and agrees to be bound by, and will have the benefit of, all of the terms and conditions of the Merger Agreement to the same extent as if Stockholder was an original party to the Merger Agreement. This Agreement will be attached to and become a part of the Merger Agreement. Stockholder hereby certifies that it has received and reviewed the Merger Agreement. Stockholder hereby acknowledges and agrees that (ai) Each Lender that becomes a “Lender” Stockholder will comply with the obligations under the Credit Merger Agreement to the extent applicable to Stockholder as a Stockholder thereunder, (ii) Stockholder will indemnify Parent and the Indemnified Persons in accordance with the terms and subject to the limitations of Article 8 of the Merger Agreement, (iii) Parent and its Affiliates and the Indemnified Persons will be entitled to enforce the obligations of Stockholder under the Merger Agreement against Stockholder to the extent set forth therein, (iv) the Per Share Consideration is being allocated to Stockholder in accordance with the terms of the Merger Agreement, (v) payment of the Per Share Escrow Consideration is subject to Article 8 of the Merger Agreement and (vi) upon making the issuances or payments pursuant to the Merger Agreement, Parent and the Merger Subs will be deemed to have satisfied their obligations to make payments with respect to the Merger and will have no further obligations to Stockholder with respect to payment or issuance of the applicable Per Share Consideration except as expressly set forth in the Merger Agreement. Stockholder hereby ratifies the appointment of Shareholder Representative Services LLC, a Colorado limited liability company, as the Agent to perform the functions on his, her, or its behalf pursuant to and in accordance with the provisions of Section 10.07(b) 8.7 of the Credit Merger Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes The Joining Borrower is hereby added as a “Lender” Borrower under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Loan Agreement) after the date hereof ; and all references to “Borrower” thereunder shall become a party hereafter be deemed to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07include Joining Borrower. (b) The Joining Borrower agrees that, upon its execution hereof, it will become a Borrower under, and as defined in, the Loan Agreement, and will be bound by all terms, conditions and duties applicable to a Borrower under the Loan Agreement. Without limitation of the foregoing and in furtherance thereof, as security for the due and punctual payment of the Obligations, the Joining Borrower hereby reaffirms and pledges, hypothecates, assigns, transfers, sets over and delivers to Lender and grants to Lender a continuing security interest in all Collateral, now owned or at any time hereafter acquired by the Joining Borrower, or in which Joining Borrower now has or at any time in the future may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and acquire any right, title or interest. (c) In connection with the grant by the Joining Borrower, pursuant to Section 2(a) above, of Liens securing such obligations is permitted under each a security interest in all of its right, title and interest in the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permittedCollateral, the Joining Borrower shall only effect such designation by: (i) delivering agrees to execute (if necessary) and deliver to Lender such financing statements, in form acceptable to Lender, as Lender may request or as are necessary or desirable in the opinion of Lender to establish and maintain a valid, enforceable, first priority perfected security interest in the Collateral Agent and each Authorized Representativeowned by the Joining Borrower, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing authorizes Lender to file any such financing statements without the Authorized Representative signature of the Joining Borrower where permitted by law and (iii) agrees to execute and deliver to Lender assignments of United States trademarks, patents and copyrights (and the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved respective applications therefore) to the extent requested by an Authorized Officer of the BorrowerLender. (cd) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a Without limiting the foregoing, the Joining Borrower hereby makes and undertakes, as the case may be, each covenant, representation and warranty made by Borrower pursuant to the Borrower that the incurrence Loan Agreement as of the Additional Secured Obligations date hereof and agrees to be bound by all covenants, agreements and obligations of Borrower pursuant to the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Loan Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement By its execution of this Amendment, each New Loan Party shall (in accordance with the provisions of Section 10.07(ba) of the Credit Agreement) after become, from the date hereof shall become hereof, a party to this the Amended and Restated Credit Agreement upon as a Loan Party and a Subsidiary Guarantor for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents, (b) be bound by, and hereby confirms its execution agreement to perform and observe, as of an Assignment the date hereof, all covenants, agreements, consents, submissions, appointments and Assumption acknowledgements applicable to a Loan Party and a Subsidiary Guarantor in the Amended and Restated Credit Agreement contemplated by such Section 10.07and the other Loan Documents and (c) accept and assume all obligations and liabilities of a Loan Party and a Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Loan Documents. Each reference to a Loan Party or a Subsidiary Guarantor in the Amended and Restated Credit Agreement and the other Loan Documents shall, from the date hereof, be deemed to include each New Loan Party. (b) The Borrower may designate additional obligations By executing and delivering this Amendment, the New Loan Parties, as Additional Secured Obligations from time provided in Section 3.14 of the Guarantee Agreement, hereby become party to time only the Guarantee Agreement as Guarantors thereunder with the same force and effect as if originally named therein as Guarantors and, without limiting the incurrence generality of such the foregoing, hereby expressly assume all obligations and the grant liabilities of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the BorrowerGuarantors thereunder. (c) Each notice given by an Authorized Officer pursuant to By executing and delivering this Amendment, the New Loan Parties, as provided in Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence 7.13 of the Additional Security Agreement, hereby become party to the Security Agreement as Grantors thereunder with the same force and effect as if originally named therein as Grantors and, without limiting the generality of the foregoing, hereby expressly assume all obligations and liabilities of Grantors thereunder. In furtherance of the foregoing, each New Loan Party, as security for the payment and performance in full of its Obligations, does hereby grant to the Administrative Agent for the benefit of the Secured Obligations Parties a security interest in all of such New Loan Party’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of such New Loan Party. The applicable information set forth in Schedule 2 hereto is hereby added to the information set forth in the Schedules to the Security Agreement and the grant of Liens securing such obligations are permitted under Schedules shall be deemed so amended. The New Loan Parties hereby represent and warrant that each of the Credit representations and warranties contained in Section 3 of the Security Agreement with respect to the New Loan Parties is true and correct on and as the date hereof (after giving effect to this Amendment) as if made on and as of such date. (d) By executing and delivering this Amendment, the New Loan Parties, as provided in Section 7.13 of the Pledge Agreement, hereby become party to the Pledge Agreement as Grantors thereunder with the same force and effect as if originally named therein as Grantors and, without limiting the generality of the foregoing, hereby expressly assume all obligations and liabilities of Grantors thereunder. In furtherance of the foregoing, each New Loan Party, as security for the payment and performance in full of its Obligations, does hereby grant to the Administrative Agent for the benefit of the Secured Parties a security interest in all of such New Loan Party’s right, title and interest in and to the Collateral (as defined in the Pledge Agreement) of such New Loan Party. The applicable information set forth in Schedule 2 hereto is hereby added to the information set forth in Schedule 1, Schedule 2 and Schedule 3 to the Pledge Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative Schedules shall be entitled to rely, without inquiry or investigation, upon such representation and warrantydeemed so amended. The Collateral Agent shall not execute New Loan Parties hereby represent and deliver any Joinder warrant that each of the representations and warranties contained in Section 3 of the Pledge Agreement unless with respect to the New Loan Parties is true and until correct on and as the date hereof (after giving effect to this Amendment) as if made on and as of such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsdate.

Joinder. (a) Each Lender that becomes New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to and a “LenderBorrower” under the Credit Agreement and shall have all obligations of a Borrower thereunder as if it had executed the Credit Agreement. Each New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation (i) all of the representations and warranties set forth in accordance with Article III of the provisions Credit Agreement and (ii) all of Section 10.07(b) the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional Each New Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, each New Guarantor will be deemed to be a party to and a “Guarantor” under the Credit Agreement and shall have all of the obligations of a Guarantor thereunder as Additional Secured Obligations from time if it had executed the Credit Agreement. Each New Guarantor hereby ratifies, as of the date hereof, and agrees to time only if be bound by, all of the incurrence terms, provisions and conditions contained in the applicable Credit Documents, including, without limitation (i) all of such obligations the representations and the grant of Liens securing such obligations is permitted under each warranties set forth in Article III of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer all of the Borroweraffirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 1.4(b), each New Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute New Borrower and each New Guarantor acknowledges and confirms that it has received a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each copy of the Credit Agreement and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement are hereby supplemented (to the extent permitted under the Credit Agreement) to reflect the information with respect to the New Guarantors shown on the attached Schedule B. The information on the schedules to the Security Agreement are hereby supplemented to reflect the information with respect to the New Guarantors shown on the attached Schedule C. (d) The information on Schedule D to this Amendment is true and correct as of the date hereof. (e) The Borrower Representative confirms that the Credit Agreement is, and upon each Additional Credit Document then in effect and this Agreement. In signing New Borrower becoming a Joinder Agreement, the Collateral Agent Borrower and each Authorized Representative New Guarantor becoming a Guarantor, shall be entitled continue to relybe, without inquiry or investigation, upon such representation in full force and warrantyeffect. The Collateral Agent shall not execute parties hereto confirm and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the agree that immediately upon each New Borrower becoming a Borrower, the Parent term “Obligations”, as used in the Credit Agreement, shall include all obligations of each New Borrower under the Credit Agreement and under each other Credit Document, and upon each New Guarantor becoming a Guarantor, the term “Obligations,” as used in the Credit Agreement, shall include all obligations of each New Guarantor under the Credit Agreement and under each other Credit Document. (f) In accordance with Section 24 of the Security Agreement, each New Guarantor and each New Borrower, by its signature below, becomes a “Grantor” under the Security Agreement with the same force and effect as if originally named therein as a “Grantor” and each New Guarantor and each New Borrower hereby (i) agrees to all of the terms and provisions of the Security Agreement applicable to it as a “Grantor” thereunder and (b) represents and warrants that the representations and warranties made by it as a “Grantor” thereunder are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) on and as of the date hereof (except to the extent that such representations and warranties relate solely 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). In furtherance of the foregoing, each New Guarantor and each New Borrower hereby unconditionally grants and pledges to the Administrative Agent, for the benefit of the Lender Group and the Authorized Representative Bank Product Providers, to secure the Obligations, a continuing security interest in and to all of such New Borrower’s and New Guarantor’s right, title and interest in and to the Collateral. Each reference to a “Grantor” in the Security Agreement shall be deemed to include each New Guarantor and each New Borrower. The Security Agreement is incorporated herein by reference. (g) Each New Borrower and each New Guarantor authorizes the Administrative Agent at any time and from time to time to file, transmit, or communicate, as applicable, financing statements and amendments thereto (i) describing the Collateral as “all assets of the debtor, whether now owned or hereafter acquired, including all products and proceeds thereof, but excluding all Excluded Assets (as defined in the Security Agreement), (ii) describing the Collateral as being of equal or lesser scope or with greater detail, or (iii) that contain any information required by part 5 of Article 9 of the Code for such Additional Secured Obligationsthe sufficiency or filing office acceptance. For the avoidance of doubt, Excluded Assets shall include certain assets used, sold or transferred to or otherwise disposed of pursuant to permitted receivables and securitization facilities or words of similar effect.

Joinder. (a) Each Lender that By executing and delivering this Agreement, the Additional Guarantor hereby becomes a “Lender” under party to the Credit Agreement (as a “Guarantor” thereunder, expressly assumes all obligations and liabilities of a “Guarantor” thereunder and ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Without limiting the generality of the terms of paragraph (a), the Additional Secured Guarantor hereby unconditionally and irrevocably guarantees the prompt payment and performance of the Obligations from time to time only in full when due (whether at stated maturity, upon acceleration or otherwise), and agrees that if the incurrence of such obligations Borrower fails to pay any Obligation when due, it will forthwith, on written demand, pay the amount not so paid at the place and in the grant of Liens securing such obligations is permitted under each manner specified in the Credit Agreement, including, in particular, in accordance with Section 2.12 of the Credit Agreement (and each without duplication of any amount thereof previously paid by any other Additional Credit Document then Guarantor thereunder and not rescinded or refunded), and that in effect and this Agreement. If so permittedthe case of any extension of time of payment or renewal of any of the Obligations, the Borrower shall only effect same will be promptly paid in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with the terms of such designation by: (i) delivering to extension or renewal. The Additional Guarantor further agrees that its guarantee hereunder and under the Collateral Agent Credit Agreement constitutes a guarantee of payment when due and each Authorized Representative, written notice from an Authorized Officer certifying: (1) not of collection and that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series Guarantors under the Credit Agreement shall be joint and several. The Additional Guarantor hereby acknowledges that it has received a copy of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Credit Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borroweras it may have been amended or supplemented from time to time. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence The Additional Guarantor hereby makes each of the Additional Secured Obligations representations and the grant of Liens securing such obligations are permitted under each warranties contained in Article III of the Credit Agreement on the date hereof as if such representations and each Additional Credit Document then in warranties were made as of the• date hereof, after giving effect and to this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. . (d) The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered Additional Guarantor hereby waives acceptance by the Borrower, Lender of the Parent and Guaranty by the Authorized Representative for such Additional Secured ObligationsGuarantor upon the execution of this Agreement by the Additional Guarantor.

Joinder. (a) Each Lender that becomes a “Lender” Subject to the effectiveness of this Amendment pursuant to Section 12 of this Amendment and the satisfaction of the conditions precedent set forth in Section 13 of this Amendment, each of ▇▇▇▇▇▇ Netherlands and ▇▇▇▇▇▇ Costa Rica hereby acknowledges, agrees and confirms that, by its execution of this Amendment, it shall become an Additional Revolving Borrower under the Credit Agreement (in accordance with the provisions of Section 10.07(b) 2.21 of the Credit AgreementAgreement (as amended by this Amendment) after and shall be fully bound by, and subject to, all of the date hereof covenants, terms, obligations (including, without limitation, all payment obligations) and conditions of the Credit Agreement applicable to a “Revolving Borrower,” “Borrower,” or a “Loan Party” as though originally party thereto as a “Revolving Borrower,” “Borrower” and a “Loan Party”, and each of ▇▇▇▇▇▇ Netherlands and ▇▇▇▇▇▇ Costa Rica shall become be deemed a party to this Agreement upon its execution of an Assignment “Revolving Borrower,” a “Borrower” and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each a “Loan Party” for all purposes of the Credit Agreement and the other Loan Documents from and after the date hereof. By its signature below, each other Additional Credit Document then in effect Existing Borrower and this Agreement. If so permittedeach Subsidiary Guarantor, each Lender party hereto and the Administrative Agent hereby agree and consent to each of ▇▇▇▇▇▇ Netherlands and ▇▇▇▇▇▇ Costa Rica becoming bound by, and subject to, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent terms and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each conditions of the Credit Agreement as provided herein, and agree and acknowledge that each Additional of ▇▇▇▇▇▇ Netherlands and ▇▇▇▇▇▇ Costa Rica shall be subject to the terms and conditions of the Credit Document then Agreement provided therein, in effect each case as fully and this Agreementthe same as if ▇▇▇▇▇▇ Netherlands and ▇▇▇▇▇▇ Costa Rica were originally party thereto as a “Revolving Borrower,” “Borrower” and a “Loan Party”. In signing Each of ▇▇▇▇▇▇ Netherlands and ▇▇▇▇▇▇ Costa Rica acknowledges and confirms that it has received a Joinder copy of the Credit Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrowerthis Amendment, the Parent other Loan Documents and all exhibits, annexes and schedules thereto and has reviewed and understands all of the Authorized Representative for such Additional Secured Obligations.terms and provisions thereof. NAI-1506002948v15

Joinder. By its execution of this Amendment and Agreement, Primary Source hereby (ai) Each Lender confirms that becomes the representations and warranties contained in Section 5 of the Pledge Agreement (after giving effect to the amendments to the Schedules thereto set forth below), are true and correct as to it in all material respects on and as of the Amendment Effective Date, (ii) agrees that from and after the Amendment Effective Date it shall be a “Lender” Pledgor (as defined in the Pledge Agreement) under the Credit Pledge Agreement as if it were a signatory thereto on the Closing Date and shall be bound by all of the provisions thereof, and (iii) agrees that it shall comply with and be subject to all of the terms, conditions, covenants, agreements and obligations set forth therein. In furtherance of the terms and provisions of the Pledge Agreement, Primary Source hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Lenders and the Term Loan B Lenders, a continuing lien on and security interest in all of its right, title, and interest in all currently existing and hereafter acquired or arising Pledged Collateral (as defined in the Pledge Agreement) in order to secure prompt repayment of any and all of the Obligations (as defined in the Pledge Agreement) in accordance with the provisions of Section 10.07(b) terms and conditions of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations Loan Documents and the grant Term Loan B Loan Documents and in order to secure prompt performance by Primary Source and the other Pledgors of Liens securing such obligations is permitted under each of their covenants and duties under the Credit Agreement Loan Documents and each other Additional Credit Document then in effect and this Agreementthe Term Loan B Loan Documents. If so permitted, The Collateral Agent's Liens on the Borrower Pledged Collateral of Primary Source shall only effect attach to all such designation by: (i) delivering to Pledged Collateral without further act on the part of the Collateral Agent or Primary Source. Primary Source hereby agrees that each reference to a "Pledgor" or the "Pledgors" in the Pledge Agreement shall include Primary Source. Each of the parties hereto confirms and each Authorized Representativeagrees to the foregoing. Primary Source acknowledges that it has received a copy of the Pledge Agreement, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligationstogether with all Schedules and Annexes thereto, and specifying it has read and understands the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrowerterms thereof. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender The Additional Borrower hereby agrees that becomes effective as of the date hereof, the Additional Borrower is, and shall be, a “Lender” Borrower under the Credit Agreement with all of the rights and obligations of a Borrower thereunder, and the term Borrower when used in the Credit Agreement or in any other Loan Document shall include the Additional Borrower. As a result (in accordance i) the Additional Borrower shall be entitled to borrow under the Credit Agreement on the terms of, and subject to the conditions of, the Credit Agreement to the same extent as if it were an original signatory to that Agreement as a Borrower and (ii) the Additional Borrower shall be liable to the Administrative Agent and the Lenders for, and hereby assumes and agrees to be liable for, all of the obligations and liabilities of a Borrower under the Credit Agreement, the Notes and the other Loan Documents as applicable to the same extent as if it were an original signatory to those documents as a Borrower. The Additional Borrower hereby agrees with the Administrative Agent and the Lenders that it shall perform, comply with and be subject to and be bound by, each of the terms, provisions of Section 10.07(b) and conditions of the Credit Agreement, including, without limitation, the monetary payment provisions, and each other Loan Document to which it is a party by virtue of this Agreement. Without limiting the generality of the foregoing, the Additional Borrower hereby represents and warrants that (i) after each of the representations and warranties set forth in Section 3 of the Credit Agreement is true and correct as to the Additional Borrower on and as of the date hereof shall become as if made on and as of the date hereof by the Additional Borrower and (ii) the Additional Borrower has heretofore received a party to this Agreement upon its execution of an Assignment true and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each correct copy of the Credit Agreement and each of the other Additional Credit Document then Loan Documents (including any amendments, supplements or waivers thereto) as in effect on the date hereof. The Additional Borrower hereby makes, affirms, and this ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering Notes and each of the other Loan Documents given by one or more of the Borrowers to the Collateral Administrative Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that and/or the Lenders. The Additional Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative also agrees to execute and deliver (or to cause to be executed and delivered) at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably requested by the Collateral Administrative Agent to effectuate the provisions and each other Authorized Representative, a Joinder purposes of this Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower it being acknowledged, however, that the incurrence of no such documents are needed in order for the Additional Secured Obligations and the grant of Liens securing such obligations are permitted Borrower to become a Borrower under each of the Credit Agreement and each Additional Credit Document then in effect to be liable for all of the obligations and this Agreement. In signing liabilities of a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsBorrower thereunder as if it were an original signatory thereto.

Joinder. A Person may join this Agreement as a “Party” by executing and delivering an Intercreditor Joinder Agreement (with an appropriately completed Respective Exhibit for such Person) to the Revolving Facility Agent (who shall distribute copies thereof to the other Parties hereto), provided that (a) Each Lender such Intercreditor Joinder Agreement is also executed by ▇▇▇▇▇▇ and the Revolving Facility Agent, (b) if (at the time of delivery of such Intercreditor Joinder Agreement) any Franchise set forth on the Respective Exhibit attached to such Intercreditor Joinder Agreement is then owned and operated by a Dealership Subsidiary that becomes a “Lender” under owns and operates any other Franchise or Franchises then set forth on the Credit Respective Exhibit or Exhibits of any other Party or Parties, such Intercreditor Joinder Agreement is also executed by such other Party or Parties (in accordance with addition to the provisions signatures required by clause (a)), and (c) if (at the time of Section 10.07(bdelivery of such Intercreditor Joinder Agreement) any Franchise set forth on such Intercreditor Joinder Agreement is then set forth on the Respective Exhibit or any other Party, (i) such Intercreditor Joinder Agreement is also executed by such other Party (in addition to any signatures required by clauses (a) and (b)) and (ii) such other Party simultaneously removes such Franchise from its own Respective Exhibit. So long as the requirements of the Credit Agreement) after the date hereof preceding sentence are met, such Intercreditor Joinder Agreement shall thereupon irrevocably, absolutely and unconditionally become a party to this Agreement upon its execution of an Assignment hereto and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations obligated hereunder as Additional Secured Obligations from time to time only if the incurrence of such obligations a “Party” and the grant of Liens securing such obligations is permitted under each of the Credit Agreement a “Joining Party”, and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering all references herein to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which Parties shall be acknowledged and approved by an Authorized Officer of the Borrowerdeemed to include such Person as a Party hereunder. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) On the Seventh Amendment Closing Date, the Lenders party hereto hereby agree to purchase and sell from, or make inter-Lender transfers with, each other Lender (and will be deemed, without the taking of any further action, to have purchased and sold from, or made such transfer with, each other Lender) such portions of the Loans and Commitments as are necessary on the Seventh Amendment Closing Date so that, immediately after the effectiveness of this Amendment, and the completion of such purchases, sales and transfers, each Lender has the Loans and Commitments in the respective principal amounts as set forth on Commitment Schedule attached hereto as Exhibit B. Each Lender that becomes such purchase, sale or transfer shall be deemed made pursuant to and subject to the terms of an Assignment and Assumption in the form attached to the Credit Agreement as Exhibit A thereto. For the sake of clarity, (i) all accrued but unpaid interest under the Credit Agreement immediately prior to the effectiveness of this Amendment shall be for the benefit of the Lenders party to the Credit Agreement immediately prior to the effectiveness of this Amendment and (ii) it is agreed and understood by the parties hereto that, as of the Seventh Amendment Closing Date, immediately after giving effect this Amendment, and the completion of such purchases, sales and transfers, W▇▇▇▇ Fargo Bank, N.A. shall (1) cease to be a “Lender” under the Credit Agreement, (2) be deemed to have terminated its Commitment under the Credit Agreement and all related rights, benefits, obligations, liabilities and indemnities in connection therewith, (3) have no obligation to make any loans or other financial accommodations to any of Borrowers, (4) cease to have any participation interest or other interest in accordance with any Letters of Credit, Swing Loans or other Loans, and (5) have no rights or interests whatsoever in, to or under the Credit Agreement or other Loan Documents or Obligations thereunder (except to the extent of any provisions thereof which by their terms expressly survive for the benefit of Section 10.07(b) a lender regardless of the termination or expiration of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07). (b) The Borrower may designate additional obligations Pursuant to the Credit Agreement, each financial institution signing this Amendment as Additional Secured Obligations from time a "New Lender" as set forth on the signature pages hereto (collectively, the "New Lenders") hereby (i) acknowledges, agrees and confirms that, by its signature below, it hereby becomes a "Lender" under the Credit Agreement with the same force and effect as if originally named therein as a "Lender", (ii) agrees to time only if all of the incurrence of such obligations terms and the grant of Liens securing such obligations is permitted under each provisions of the Credit Agreement applicable to it as a "Lender" thereunder and each other Additional Credit Document then in effect (iii) represents and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) warrants that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, representations and specifying the agreement pursuant to which warranties made by it as a "Lender" thereunder are true and correct in all respects (or in all material respects for such obligations will be incurred representations and designating such agreement as an “Additional Credit Document” hereunder; and (2) warranties that are not by their terms already qualified as to the specific name materiality) on and address as of the Authorized Representative for date hereof, even if such Series of Additional Secured Obligations; and (ii) causing representations and warranties specifically refer to an earlier date. Each reference to a "Lender" in the Authorized Representative Credit Agreement and any other Loan Documents shall from and after the Seventh Amendment Closing Date be deemed to execute and deliver to the Collateral Agent and include each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the BorrowerNew Lender. (c) Each notice given By executing this Amendment, each of RN Charlotte, RN Holdings, NSFD and Great Wall IL agrees that it shall (i) immediately and automatically become a party to the Credit Agreement (and each other Loan Document, as applicable) as a Real Estate Borrower, Borrower and Loan Party as if it were an original signatory thereto in such capacity, (ii) be bound by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence all of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each provisions of the Credit Agreement (and each Additional Credit Document then in effect and this Agreement. In signing other Loan Document, as applicable) applicable to it as a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Real Estate Borrower, Borrower and a Loan Party as if it were an original signatory thereto in such capacity, and (iii) be considered a Real Estate Borrower, Borrower (and, in the Parent case of each of RN Charlotte and the Authorized Representative for such Additional Secured Obligations.RN Holdings, no longer a

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this NYDOCS01/1212479.10 S-29 Puget- Amended and Restated Collateral Agency Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07.07771-0276/LEGAL16959722.4 5/4/10 (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: : (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: : (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each of the undersigned Incremental Lenders, the Administrative Agent, the Borrower and the Subsidiary Guarantors acknowledges and agrees that upon the execution by such Incremental Lender that becomes of this Incremental Agreement No. 1 and the occurrence of the Incremental Agreement No. 1 Effective Date, such Incremental Lender (i) to the extent not already a Lender under the Credit Agreement shall become a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, on the terms and subject to the conditions set forth below, and shall be subject to and bound by the terms thereof, and shall perform all the obligations of and shall have all rights of a Lender thereunder and (ii) shall have an aggregate Revolving Credit Commitment (x) with respect to each Incremental Lender not already a Lender under the Credit Agreement, as set forth on Schedule I hereof opposite such Incremental Lender’s name and (y) with respect to each Incremental Lender that is already a Lender under the Credit Agreement as of immediately prior to the Incremental Agreement No. 1 Effective Date, equal to the sum of (1) the amount set forth on Schedule I hereof opposite such Incremental Lender’s name and (2) the Revolving Credit Commitment of such Lender as of immediately prior to the Incremental Agreement No. 1 Effective Date (in each case, as such Revolving Credit Commitment may thereafter be changed from time to time pursuant to the terms of the Credit Agreement). (b) Each Incremental Lender that is not already a Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Agreement No. 1; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the provisions obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender including, without limitation, if it is organized under the laws of a jurisdiction outside the United States, its obligation pursuant to Section 10.07(b2.16(f) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. For good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged by the parties, the undersigned has executed this Joinder to the Agreement for Purchase and Sale of Real Estate as of the day and year first written above solely in order to establish and confirm its agreement to be liable, as a principal and not as a surety, for the obligations of Purchaser under Section 5.2 of the Agreement but for no other purpose. The Seller shall have the right to proceed directly against the undersigned without first making written demand to Purchaser (aand without any obligation to bring suit against the Purchaser) Each Lender for the satisfaction of the obligations of Purchaser under Section 5.2 of the Agreement. The undersigned is an indirect owner of Purchaser, will derive substantial benefit from the Transaction and acknowledges that becomes the execution of this Joinder is a material inducement and condition to Seller’s execution of the Agreement. The undersigned represents and warrants that it has the legal right, power, authority and capacity to execute this Joinder, that such execution does not violate the organizational documents of, or any other agreement or instrument by which the undersigned is bound, and that this Joinder is binding and enforceable against the undersigned. The undersigned unconditionally waives any guarantor or suretyship defenses that might otherwise be available to it with respect to the obligations of Purchaser under Section 5.2 of the Agreement under this Joinder but does not otherwise waive any other defenses that may otherwise be available to it or Purchaser in defense of any claim arising in connection with Material Default (as defined in the Agreement) by Purchaser. The provisions set forth in Sections 18.4 through 18.6 and 18.8 of the Agreement are hereby incorporated by reference into this Joinder as if fully set forth herein, provided that the undersigned shall be the “LenderPurchaser” under the Credit Agreement (in accordance with such Sections. Any notice required or given hereunder shall be sent pursuant to the provisions of Section 10.07(b) 13 of the Credit Agreement) after ; with the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering understanding that notices to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will undersigned should be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as directed to the specific name and address of the Authorized Representative for “Purchaser” under such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, Section. a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this AgreementMaryland real estate investment trust By: /s/ ▇▇▇▇▇▇▇▇ ▇. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.▇▇▇▇▇▇ Title: President

Joinder. No later than March 1, 2021 (a) Each Lender that becomes a the “Lender” under Joinder Deadline”), the Credit Agreement Company and the Stockholder Representative shall cause the holders of at least ninety percent (in accordance with the provisions of Section 10.07(b90%) of the Credit Agreementissued and outstanding shares of Common Stock to execute (i) after a counterpart signature page to this Agreement as a “Seller” hereunder to the extent such Seller is executing this Agreement on the date hereof or (ii) to the extent such holder of issued and outstanding shares of Common Stock is executing this Agreement following the date hereof, a joinder agreement to this Agreement, substantially in the form attached hereto as Exhibit B (the “Joinder Agreement”) (collectively, the “Seller Signatures and Joinders”) and following the Joinder Deadline, the Company and the Stockholder Representative shall cause any holder of issued and outstanding shares of Common Stock that has not executed a Seller Signature and Joinder to execute a Joinder Agreement. Effective upon the execution and delivery of such Joinder Agreement, such holder shall be deemed to be a “Seller” hereunder, and any obligations or agreements of a Seller set forth herein (including, without limitation, the release set forth in Section 6.13) shall thereafter be effective and binding upon such Seller. For the avoidance of doubt, Non-Signing Stockholders are not entitled to any of the benefits of this Agreement, including, without limitation, the receipt of any amount of the Purchase Price, until they become a party to this Agreement upon its Agreement. Upon execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative Joinder Agreement shall be entitled deemed to relybe part of, without inquiry or investigationand a modification to, upon this Agreement, the representations and warranties of such representation and warranty. The Collateral Agent shall not execute and deliver any Seller in the Joinder Agreement unless shall be incorporated in full into this Agreement by reference (and until shall be deemed to be made as if such Seller was an original Party to this Agreement) and the Joinder Agreement has been executed shall be governed by all the terms and delivered provisions of this Agreement, which will continue in full force and effect as modified by the Borrower, Joinder Agreement as a valid and binding agreement of the Parent and the Authorized Representative for Parties (including such Additional Secured ObligationsSeller).

Joinder. This joinder (athis “Joinder”) Each Lender that becomes is attached to and made a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) part of the Credit foregoing Agreement and all terms capitalized but not defined herein shall have the respective meanings given to them in the Agreement) after . The undersigned, S2C REIT OP, LP, a Delaware limited partnerhsip (“Parent”), for good and valuable consideration, the date hereof shall become receipt and sufficiency of which are hereby acknowledged, h▇▇▇▇▇ joins in the execution of this Agreement, and agrees that it is a party to this the Agreement upon its and is jointly and severally liable, as a principal and not as a surety, solely for Seller’s obligations under Article 9 (i.e., with regard to representations and warranties). Purchaser shall have the right to proceed directly against Parent without first making written demand to Seller (and without any obligation to bring suit against Seller) for the satisfaction of any such obligations. Parent is an indirect owner of Seller, will derive substantial benefits from the transactions described in the Agreement, and acknowledges that the execution of an Assignment this Joinder is a material inducement and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time condition to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each Purchaser’s execution of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permittedParent represents and warrants that it has the legal right, power, authority and capacity to execute this Joinder, that such execution does not violate any other agreement or instrument by which Parent is bound, and that this Joinder is binding and enforceable against Parent. Parent acknowledges and agrees that this Joinder may not be assigned to any other person or entity without Purchaser’s prior written consent (which may be withheld in Purchaser’s sole discretion) and shall be binding upon P▇▇▇▇▇’s successors and assigns. Parent unconditionally waives any guarantor or suretyship defenses that might otherwise be available to it with respect to its obligations under this Joinder. The terms of this Joinder shall survive Closing for a period of eighteen (18) months thereafter. The obligations of Seller set forth in the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized RepresentativeAgreement are hereby incorporated by reference into this Joinder as if fully set forth herein, written notice from an Authorized Officer certifying: (1) provided that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which undersigned shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing “Seller” under such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreementparagraphs. In signing a Joinder AgreementS2C REIT OP, the Collateral Agent and each Authorized Representative shall be entitled to relyLP By: S2C Real Estate Income Trust, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.Inc. By: /s/ S▇▇▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇▇▇ Title: President

Joinder. The undersigned, , a , (the “New Representative”) as [trustee, administrative agent] under that certain [described applicable indenture, credit agreement or other document governing the additional secured debt] hereby agrees to become party as [a Parity Lien Representative] [a Priority Lien Representative] under the Collateral Trust Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms of the Collateral Trust Agreement as fully as if the undersigned had executed and delivered the Collateral Trust Agreement as of the date thereof. In furtherance of the foregoing, the New Representative hereby (a) Each Lender that becomes a “Lender” under appoints Computershare Trust Company of Canada as Canadian [Priority] [Parity] Collateral Trustee for purposes of the Credit Agreement ([insert defined term for the security documents, including the Collateral Trust Agreement] in accordance with the provisions of Section 10.07(b) [ ] of the Credit Collateral Trust Agreement) after , and agrees to be bound by the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. terms thereof; (b) The Borrower may designate additional obligations acknowledges and agrees that the Canadian Collateral Trustee, in its capacity as Additional Secured Obligations from time such, shall be trustee on its behalf and on behalf of all of the other holders of Obligations; (c) authorizes the Canadian [Priority] [Parity] Collateral Trustee to time only if the incurrence take such actions on behalf of such obligations itself and the grant of Liens securing such obligations is permitted under each other holders of the Credit Agreement [Priority Lien Obligations][ Parity Lien Obligations] and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect to exercise such designation by: (i) delivering powers as are delegated to the Canadian [Priority] [Parity] Collateral Agent Trustee in the [insert defined term for the security documents, including the Collateral Trust Agreement] and each Authorized Representativeany other [insert term, written notice from an Authorized Officer certifying: if any, for all other transaction agreements for the particular lien], together with such actions and powers as are reasonably incidental thereto; and (1d) that authorizes the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative Canadian [Priority] [Parity] Collateral Trustee to execute and deliver to the [insert defined term for the security documents, including the Collateral Agent Trust Agreement] and each any other Authorized Representative[insert term, a Joinder Agreementif any, which shall be acknowledged for all other transaction agreements for the particular lien] on behalf of itself and approved by an Authorized Officer the other holders of the Borrower[Priority Lien Obligations][ Parity Lien Obligations]. Computershare Trust Company of Canada hereby accepts the appointment made hereby. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. From and after the Fourth Amendment Effective Date, New Borrower hereby absolutely and unconditionally: (aA) Each Lender that (i) joins as and becomes a “Lender” party to the Loan Agreement as a Borrower thereunder, (ii) assumes, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of a Borrower under the Credit Loan Agreement as amended by this Amendment and all other Loan Documents, and (iii) covenants and agrees to be bound by and adhere to (x) all of the terms, covenants, waivers, releases, agreements and conditions of or respecting a Borrower in the Loan Agreement as amended by this Amendment and the other Loan Documents and (y) all of the representations and warranties of or respecting a Borrower contained in the Loan Agreement as amended by this Amendment and the other Loan Documents except those representations and warranties specifically referencing information listed on the Perfection Certificate which shall be true and correct on the date of delivery of the Perfection Certificate in accordance with the provisions terms of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunderAmendment; and (2B) as collaterally assigns and transfers to the specific name Bank, and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver hereby grants to the Collateral Agent and each other Authorized RepresentativeBank, a Joinder Agreementcontinuing security interest in all of New Borrower’s now owned and existing and hereafter acquired and arising Collateral other than that certain Money Market Account at Comerica Bank no. XXXXXXXXX-X, which shall be acknowledged as collateral security for the prompt and approved complete payment and performance when due (whether at the stated maturity, by an Authorized Officer acceleration or otherwise) of all Obligations under the Loan Documents. New Borrower hereby authorizes the Bank to file at any time uniform commercial code financing statements in such jurisdictions and offices as the Bank deems necessary in connection with the perfection of a security interest in all of New Borrower. (c) Each notice given by an Authorized Officer pursuant ’s now owned or hereafter arising or acquired Collateral, including, without limitation, accounts receivable, deposit accounts, equipment, general intangibles, inventory, and any and all other personal property of New Borrower, and all products, substitutions, replacements, and proceeds of such Collateral. New Borrower has read the Loan Agreement and affirmatively grants to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations Bank all rights to New Borrower’s Collateral as set forth in said Loan Agreement and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsLoan Documents.

Joinder. Each of the Joining Subsidiary Guarantors (aeach, a “Joining Party”) Each Lender that hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Joining Party hereby becomes a “LenderSubsidiary Guarantor” and a “Guarantor” under the Credit Agreement, the Guaranty, and the other Loan Documents with respect to all the Obligations of the Borrower now or hereafter incurred under the Credit Agreement (in accordance with and the provisions of Section 10.07(b) of other Loan Documents, and a “Guarantor” under the Contribution Agreement. Each Joining Party agrees that such Joining Party is and shall be bound by, and hereby assumes, all representations, warranties, covenants, terms, conditions, duties and waivers applicable to a “Subsidiary Guarantor” and a “Guarantor” under the Credit Agreement) after , the Guaranty, the other Loan Documents and the Contribution Agreement. Each Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by such Joining Party to Agent on or prior to the date hereof and approved by Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures delivered as contemplated in the Credit Agreement), the representations and warranties contained in the Credit Agreement and the other Loan Documents applicable to a “Subsidiary Guarantor” or “Guarantor” are true and correct in all material respects as applied to such Joining Party as a Subsidiary Guarantor and a Guarantor on and as of the Effective Date as though made on that date (although any representations and warranties which expressly relate to a given date or period shall be required only to be true and correct in all material respects as of the respective date or for the respective period, as the case may be). As of the Effective Date, all covenants and agreements in the Loan Documents and the Contribution Agreement of the Guarantors apply to each Joining Party and no Default or Event of Default shall exist or might exist upon the Effective Date in the event that each Joining Party becomes a Guarantor. Each Joining Party hereby agrees that, as of the Effective Date, the Guaranty, and the Contribution Agreement heretofore delivered to Agent and the Lenders shall be a joint and several obligation of such Joining Party to the same extent as if executed and delivered by such Joining Party, and upon request by Agent, will promptly become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations Guaranty, and the grant of Liens securing Contribution Agreement to confirm such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrowerobligation. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that The New Borrower hereby agrees to be bound by all of the provisions of the Credit Agreement, and effective on the date hereof becomes a party to the Credit Agreement as a Borrower (the “Lender” Joinder Effective Date”) with the same effect as if it were an original signatory to the Credit Agreement. All obligations of the Borrowers under the Credit Agreement (shall be joint and several. All references to the “Borrower” in accordance with the Credit Agreement shall be deemed to refer to each of the Existing Borrower and the New Borrower or the New Borrower, in each case as necessary or advisable to permit the New Borrower to borrow Loans and request Letters of Credit under the Credit Agreement and as otherwise required or advisable in connection therewith. From and after the Joinder Effective Date, the New Borrower shall have the rights and obligations of a Borrower under the Credit Agreement and under the other Loan Documents and shall be bound by the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07thereof. (b) The All notices to the New Borrower may designate additional obligations as Additional Secured Obligations from time required to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of be delivered pursuant to the Credit Agreement and each all other Additional Credit Document then notices or correspondence shall be directed to ▇▇▇▇▇▇▇ Operating Resources LLC (in effect and this Agreement. If so permittedsuch capacity, the “Borrowers’ Agent”), acting as the designated agent of the Existing Borrower shall only effect and the New Borrower for receipt of all such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that notices. Each of the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted New Borrower hereby appoints the Borrowers’ Agent to act on its behalf under each of the Credit Agreement and each Additional Credit Document then in effect the other Loan Documents and this Agreementhas authorized the Borrowers’ Agent to take such actions on its behalf and to exercise such powers as are delegated to the Borrowers’ Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto, and that the Borrowers’ Agent hereby accepts such appointment. In signing a Joinder Agreement, Such appointment shall not be terminated or revoked without the Collateral consent of the Administrative Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsRequired Lenders.

Joinder. (a) Each Lender that By executing and delivering this Agreement, the Additional Guarantor hereby becomes a “Lender” under party to the Credit Agreement (as a “Guarantor” thereunder, expressly assumes all obligations and liabilities of a “Guarantor” thereunder and ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Without limiting the generality of the terms of paragraph 0, the Additional Secured Guarantor hereby unconditionally and irrevocably guarantees the prompt payment and performance of the Obligations from time to time only in full when due (whether at stated maturity, upon acceleration or otherwise), and agrees that if the incurrence of such obligations Borrower fails to pay any Obligation when due, it will forthwith, on written demand, pay the amount not so paid at the place and in the grant of Liens securing such obligations is permitted under each manner specified in the Credit Agreement, including, in particular, in accordance with Section 2.12 of the Credit Agreement (and each without duplication of any amount thereof previously paid by any other Additional Credit Document then Guarantor thereunder and not rescinded or refunded), and that in effect and this Agreement. If so permittedthe case of any extension of time of payment or renewal of any of the Obligations, the Borrower shall only effect same will be promptly paid in full when due (whether at extended maturity, upon acceleration or otherwise) in accordance with the terms of such designation by: (i) delivering to extension or renewal. The Additional Guarantor further agrees that its guarantee hereunder and under the Collateral Agent Credit Agreement constitutes a guarantee of payment when due and each Authorized Representative, written notice from an Authorized Officer certifying: (1) not of collection and that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series Guarantors under the Credit Agreement shall be joint and several. The Additional Guarantor hereby acknowledges that it has received a copy of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Credit Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borroweras it may have been amended or supplemented from time to time. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence The Additional Guarantor hereby makes each of the Additional Secured Obligations representations and the grant of Liens securing such obligations are permitted under each warranties contained in Article III of the Credit Agreement on the date hereof as if such representations and each Additional Credit Document then in warranties were made as of the date hereof, after giving effect and to this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. . (d) The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered Additional Guarantor hereby waives acceptance by the Borrower, Lender of the Parent and Guaranty by the Authorized Representative for such Additional Secured ObligationsGuarantor upon the execution of this Agreement by the Additional Guarantor.

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon By its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations signature below and the grant delivery of Liens securing such obligations is permitted under each of the Credit Agreement this Certification and each other Additional Credit Document then in effect and this Agreement. If so permittedJoinder to Merck, the Borrower shall only effect such designation by: undersigned [ ] hereby agrees to: (i) delivering to participate in the Collateral Agent and each Authorized RepresentativeONJ Settlement Plan (as defined in the Settlement Agreement), written notice from an Authorized Officer certifying: (1ii) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligationsbecome a Party to, and specifying be bound by, the agreement pursuant to which such obligations will be incurred Settlement Agreement as a Party thereto and designating such agreement as an “Additional Credit DocumentExhibit A Counsel,” hereunder; a “Claimant’s Counsel” and one of the “Claimants’ Counsel” (as such terms are defined in the Settlement Agreement), including any representation, warranty and covenant made by it as an Exhibit A Counsel, a Claimant’s Counsel or as one of the Claimants’ Counsel contained in the Settlement Agreement and (iii) comply with and be bound by the terms and conditions of the Settlement Agreement. By Name: Title: Dated: I am a person having or asserting the right to ▇▇▇ ▇▇▇▇▇ by reason of my relationship with Claimant (or, if Claimant is a legal representative of a FOSAMAX and/or Alendronate user, such FOSAMAX and/or Alendronate user). I hereby enter into the Certification and Release to which this signature page is attached and agree to be bound by all of its terms (and , without limitation, hereby give and make all releases, waivers, acknowledgements, agreements, representations and warranties therein) on the same basis as Claimant set forth therein (2including, but not limited to, all joint and several indemnification obligations set forth therein). This agreement is effective as of the date set forth beneath my name below. By Name: Title: Social Security No.: STATE OF , COUNTY OF I hereby certify that on , 2014, Notary Public of the State of I, , hereby represent and declare that (“Derivative Claimant”) as has at all relevant times been represented by the undersigned counsel. I have provided Derivative Claimant a copy of the Certification and Release to which this Certification of Counsel is attached and have provided the Derivative Claimant disclosure documents regarding the Master Settlement Agreement referred to in the Certification and Release, including a copy of the Agreement and the Description of the ONJ Settlement Plan, that comply with all applicable state(s)’ rules of Professional Responsibility. I have made myself available to discuss with Derivative Claimant the terms and legal effect of all of the foregoing documents and I answered any and all questions Derivative Claimant may have had. I hereby certify that, having had a full opportunity to read, understand, and inquire of counsel about the terms and conditions of the foregoing documents, Derivative Claimant does not have, and I do not have, any objection to the specific name terms of this Certification and address Release or any of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing other foregoing documents. I further agree to be bound by the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer “Confidentiality” section of the Borrower. (c) Each notice given by an Authorized Officer pursuant Certification and Release and my joint and several obligations to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence provide to Merck proof and/or confirmation of the Additional Secured Obligations and the grant satisfaction and/or discharge of Liens securing such obligations are permitted as contemplated under each of the Credit Agreement “Liens and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsOther Third-Party Payor Claims”.

Joinder. (a) Each Lender The Additional Borrower hereby agrees that becomes effective as of the date hereof, the Additional Borrower is, and shall be, a “Lender” Borrower under the Credit Agreement with all of the rights and obligations of a Borrower thereunder, and the term Borrower when used in the Credit Agreement or in any other Loan Document shall include the Additional Borrower. As a result (in accordance i) the Additional Borrower shall be entitled to borrow or have Letters of Credit issued for its account under the Credit Agreement on the terms of, and subject to the conditions of, the Credit Agreement to the same extent as if it were an original signatory to that Agreement as a Borrower and (ii) the Additional Borrower shall be liable to the Administrative Agent and the Lenders for, and hereby assumes and agrees to be liable for, all of the obligations and liabilities of a Borrower under the Credit Agreement, the Notes and the other Loan Documents as applicable to the same extent as if it were an original signatory to those documents as a Borrower. The Additional Borrower hereby agrees with the Administrative Agent and the Lenders that it shall perform, comply with and be subject to and be bound by, each of the terms, provisions of Section 10.07(b) and conditions of the Credit Agreement, including, without limitation, the monetary payment provisions, and each other Loan Document to which it is a party by virtue of this Agreement. Without limiting the generality of the foregoing, the Additional Borrower hereby represents and warrants that (i) after each of the representations and warranties set forth in Section 3 of the Credit Agreement is true and correct as to the Additional Borrower on and as of the date hereof shall become as if made on and as of the date hereof by the Additional Borrower and (ii) the Additional Borrower has heretofore received a party to this Agreement upon its execution of an Assignment true and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each correct copy of the Credit Agreement and each of the other Additional Credit Document then Loan Documents (including any amendments, supplements or waivers thereto) as in effect on the date hereof. The Additional Borrower hereby makes, affirms, and this ratifies in favor of the Lenders and the Administrative Agent the Credit Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering Notes and each of the other Loan Documents given by one or more of the Borrowers to the Collateral Administrative Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that and/or the Lenders. The Additional Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative also agrees to execute and deliver (or to cause to be executed and delivered) at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably requested by the Collateral Administrative Agent to effectuate the provisions and each other Authorized Representative, a Joinder purposes of this Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower it being acknowledged, however, that the incurrence of no such documents are needed in order for the Additional Secured Obligations and the grant of Liens securing such obligations are permitted Borrower to become a Borrower under each of the Credit Agreement and each Additional Credit Document then in effect to be liable for all of the obligations and this Agreement. In signing liabilities of a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsBorrower thereunder as if it were an original signatory thereto.

Joinder. (a) Each By executing and delivering this Amendment, the New Lender that hereby becomes a “party to the Credit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender” , and without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Lender thereunder and agrees to provide a Commitment to the Borrower under the Credit Agreement (in accordance with the provisions of Section 10.07(b) amount shown on Schedule II hereto as of the Second Amendment Date. Each party hereto acknowledges and agrees that the Commitments of the New Lender and the Commitments of the other Lenders under the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution are several and not joint commitments and obligations of an Assignment and Assumption Agreement contemplated by such Section 10.07Lenders. (b) The Each party hereto acknowledges and agrees that (i) the Commitments in effect for all Lenders under the Credit Agreement shall be those shown on Schedule II attached to this Amendment, (ii) the Borrower may designate additional obligations as Additional Secured Obligations from time shall be deemed to time only if have requested one or more Borrowings under the incurrence Commitments in an aggregate amount equal to the aggregate outstanding Treasury Revolving Loans under Commitments and (iii) the proceeds of such obligations and Borrowings shall be applied to repay such Treasury Revolving Loans under the grant Commitments on the date hereof, or to the extent that repayment of Liens securing such obligations is permitted any Treasury Revolving Loans on the date hereof would result in any payment under each Section 2.17 of the Credit Agreement and each other Additional Credit Document Agreement, then in effect and this Agreement. If so permitted, on the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address last day of the Authorized Representative Interest Period for such Series of Additional Secured Obligations; and Treasury Revolving Loans (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer funding of the Borrowercorresponding Borrowing(s) shall not occur until such date). (c) Each notice given by an Authorized Officer pursuant The New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby, (B) all requirements set forth in Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each 3.1 of the Credit Agreement have been satisfied (subject to receipt of such consents as may be required under the Credit Agreement), (C) from and each Additional after the Second Amendment Date, it shall be bound by the provisions of the Credit Document then in effect Agreement as amended by that certain Consent and this Agreement. In signing First Amendment to Treasury Secured Revolving Credit Agreement dated as of March 30, 2012 and as further amended hereby as a Joinder Lender thereunder and, to the extent of its Commitment as set forth on Schedule II, shall have the obligations of a Lender thereunder, (D) it has received a copy of the Credit Agreement, together with copies of the Collateral most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to make its Commitment on the basis of which it has made such analysis and decision independently and without reliance on any Agent or any other Lender, and each Authorized Representative shall (E) if it is a Foreign Lender, delivered to the Administrative Agent any documentation required to be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by it pursuant to the Borrowerterms of the Credit Agreement, duly completed and executed by the Parent New Lender; and (ii) agrees that (A) it will, independently and without reliance on any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the Authorized Representative for such Additional Secured Obligationstime, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Joinder. (a) Each The Additional Revolving Lender that hereby joins in, becomes a “Lender” party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement as a Revolving Lender thereunder and under each and every other Loan Document to which any Revolving Lender is required to be bound by the Credit Agreement, to the same extent as if the Additional Revolving Lender were an original signatory thereto. The Additional Revolving Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto. The Additional Revolving Lender represents and warrants that (in accordance with a) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment, to consummate the provisions of Section 10.07(b) of transactions contemplated hereby and to become a Lender under the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. , (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each it has received a copy of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, copies of the Borrower shall only effect such designation by: (i) delivering most recent financial statements delivered pursuant to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured ObligationsSection 6.3 thereof, and specifying such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and to become a Revolving Lender on the agreement pursuant to basis of which it has made such obligations will be incurred analysis and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to decision independently and without reliance on the specific name Agent or any other Revolving Lender, and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant from and after the Amendment Effective Date, it shall be a party to Section 9.09(b) shall constitute a representation and warranty be bound by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each provisions of the Credit Agreement and each Additional the other Loan Documents and have the rights and obligations of a Revolving Lender thereunder as if it had executed the Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationsother Loan Documents.

Joinder. (a) Each The Borrower and the Administrative Agent agree that as of the Incremental Closing Date, the Incremental Lender that becomes shall (i) be a party to the Credit Agreement, (ii) be a Lender for all purposes of the Credit Agreement and the other Loan Documents, and (iii) have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. (b) The Incremental Commitment shall be a Commitment (and not a separate facility under the Credit Agreement) and the Incremental Lender shall be, and have all the rights and obligations of a Lender, and the Loan made by the Incremental Lender on the Incremental Closing Date pursuant to Section 2.22(e) of the Credit Agreement shall be a Loan for all purposes of the Credit Agreement. (c) The Incremental Lender agrees to become a “Lender” under the Credit Agreement (in accordance with a Commitment of $50,000,000. The Incremental Lender further acknowledges and agrees that it will be bound by the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each terms of the Credit Agreement and each the other Additional Loan Documents as fully and to the same extent as if the Incremental Lender was an original Lender under the Credit Document then in effect Agreement and this Agreement. If so permitted, the Borrower shall only effect such designation by:other Loan Documents. (d) The Incremental Lender: (i) delivering to the Collateral Agent represents and each Authorized Representative, written notice from an Authorized Officer certifying: warrants that (1A) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligationsit has full power and authority, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative has taken all action necessary, to execute and deliver this Agreement and to consummate the Collateral Agent transactions contemplated by this Agreement and each other Authorized Representative, to become a Joinder Lender under the Credit Agreement, which (B) it meets all requirements of an Eligible Assignee under the Credit Agreement, (C) from and after the Incremental Closing Date, it shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty bound by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each provisions of the Credit Agreement and each Additional the other Loan Documents as a Lender thereunder and shall have the obligations of a Lender thereunder, (D) it has received a copy of the Credit Document then in effect and this Agreement. In signing a Joinder Agreement, together with copies of the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and most recent financial statements delivered by the BorrowerBorrower pursuant to the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to become a Lender under the Credit Agreement, and (E) it has, independently and without reliance upon the Parent Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and to become a party to the Authorized Representative for Credit Agreement; and (ii) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such Additional Secured Obligationsdocuments and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Joinder. Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall be effected by a joinder agreement (athe “Increase Joinder”) Each Lender that becomes a “executed by the Borrower and each lender making such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, in form and substance reasonably satisfactory to each of them (and, for the avoidance of doubt, no consent shall be required from the Administrative Agent (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent) or any other Lender” under ). The Increase Joinder may, without the Credit consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents (i) as may be necessary or appropriate (which may be in accordance the form of an amendment and restatement of this Agreement) (including with respect to pro rata payments, repayments, borrowings and commitment reductions of Revolving Commitments (and Revolving Loans thereunder) and Incremental Revolving Loan Commitments (and loans thereunder)), in the opinion of the lenders providing such facility and the Borrower, to effect the provisions of this Section 10.07(b) of the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment 2.20 and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver so long as such amendments are not adverse to the Collateral Agent and each Lenders, such other Authorized Representativechanges as may be necessary, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty as reasonably determined by the Borrower and the lenders providing such facility, to maintain the fungibility of any Incremental Term Loans with any Tranche of then-outstanding Term Loans. The Borrower shall provide the Administrative Agent prompt written notice of the execution and delivery of any Increase Joinder and the Administrative Agent hereby agrees to (and is directed by each Lender to) acknowledge such amendment as promptly as practicable following such written notice; it being acknowledged and agreed by each Lender that the incurrence of the Additional Secured Obligations and the grant of Liens securing Administrative Agent, in its capacity as such, shall have no liability with respect to such obligations are permitted under each of the Credit Agreement acknowledgment and each Additional Credit Document then Lender hereby irrevocably waives to the fullest extent permitted by Requirements of Law any claims with respect to such acknowledgment; provided that failure to obtain such acknowledgment (or to provide such notice) shall in effect and this Agreementno way affect the effectiveness of any Increase Joinder. In signing a Joinder Agreement, This Section 2.20(e) shall supersede any provisions in Section 10.02 to the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationscontrary.

Joinder. (a) Each Lender that becomes party listed as an “Additional Guarantor” on the signature pages hereto hereby agrees as follows: a. Each Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Additional Guarantor will be deemed to be a party to and a “LenderGuarantor” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement) after Agreement and the other Loan Documents as a Guarantor. Each Additional Guarantor hereby ratifies, as of the date hereof shall become a party hereof, and agrees to this Agreement upon its execution of an Assignment be bound by, all representations and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations warranties, covenants and the grant of Liens securing such obligations is permitted under each other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents. Without limiting the generality of the foregoing terms of this Section 3(a), each Additional Guarantor hereby guarantees, jointly and severally together with the other Guarantors, the prompt payment of the Secured Obligations in accordance with Article X of the Credit Agreement. b. Each Additional Credit Document then Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Additional Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of a “Grantor” (as such term is defined in effect and this the Security Agreement) thereunder as if it had executed the Security Agreement. If so permittedEach Additional Guarantor hereby ratifies, as of the Borrower shall only effect date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Section 3(b), each Additional Guarantor hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of such designation by: (i) delivering Additional Guarantor in and to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which as such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address term is defined in Section 2 of the Authorized Representative for such Series Security Agreement) of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsGuarantor.

Joinder. (a) Each Lender In consideration of PLP Indonesia becoming a Borrower under the terms of the Loan Agreement, PLP Indonesia hereby agrees that becomes effective as of the date of this Amendment it hereby is, and shall be deemed to be, a “LenderBorrower” under the Credit Agreement (Loan Agreement, the Term Note and other Loan Documents to which Borrowers are a party, and agrees that from the date of this Amendment and so long as any Term Loan shall remain outstanding and until the payment in accordance with the provisions of Section 10.07(b) full of the Credit advances under the Term Note and all other amounts payable under the Term Note and the other Loan Documents, PLP Indonesia has, subject to the terms and limitations of the Loan Agreement and the Term Note, assumed the joint and several obligations of a “Borrower” under, and PLP Indonesia shall perform, comply with and be subject to and bound by, jointly and severally, each of the terms, provisions and waivers of, the Loan Agreement, the Term Note and each of the other Loan Documents which are stated to apply to or are made by a “Borrower” or a “Company.” Notwithstanding anything to the contrary in the foregoing, and for the avoidance of doubt, PLP Indonesia may not borrow Revolving Loans under the Loan Agreement. Without limiting the generality of the foregoing, PLP Indonesia hereby represents and warrants that (i) after each of the representations and warranties set forth in Section 3 of the Loan Agreement are true and correct as to PLP Indonesia on and as of the date hereof of this Amendment, and (ii) PLP Indonesia has heretofore received a true and correct copy of the Loan Agreement, the Term Note and each of the other Loan Documents (including any modifications or amendments thereof or supplements or waivers thereto) in effect on the date hereof. PLP Indonesia hereby makes, affirms and ratifies in favor of the Bank, the Loan Agreement, the Term Note and each of the other Loan Documents given by the Borrowers to the Bank. In furtherance of the foregoing, PLP Indonesia shall become a party execute and deliver or cause to this Agreement upon its execution of an Assignment be executed and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations delivered at any time and from time to time only if such further certificates, instruments, agreements and documents and do or cause to be done such further acts as may be necessary in the incurrence opinion of such obligations Bank to carry out more effectively the provisions and the grant purposes of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this AgreementSection. If so permitted4816-3512-3855, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.v.1

Joinder. Assignee hereby acknowledges, agrees and confirms that, by its execution of this Agreement, it has, as of the Assignment Effective Date, (a) Each Lender become a party to the Project Agreements in the capacity of an Owner for all purposes thereof, (b) made the representations and warranties set forth in the Project Agreements to the Other Owner and Assignor, (c) agreed that becomes a “Lender” under the Credit representations and warranties made with respect to the Project Agreements shall be deemed to be included in this Agreement with the same force and effect as if such representations and warranties were reproduced herein, (d) agreed to pay its Ownership Percentage (as set forth on revised Exhibit B to the Project Ownership Agreement attached hereto as Schedule 2), of all Project Costs incurred on or after the Assignment Effective Date in accordance with the provisions terms of Section 10.07(bthe Project Agreements, (e) consented to all actions requiring the approval of the Owners up to, and including, the Assignment Effective Date, including the approval of the Maximum CM Cost Amount in effect on the Assignment Effective Date, (f) all of the rights, remedies, powers, privileges, liabilities and obligations of an Owner as if it had executed the Project Agreements originally with respect to the Assigned Interests and will be treated for all purposes of the Project Agreements as if it has paid all of the CM Costs paid by Assignor prior to the Assignment Effective Date (collectively, the “Assigned CM Costs”), (g) acquired one hundred percent (100%) of the Credit Ownership Percentage of the Assignor as set forth on revised Exhibit B to the Project Ownership Agreement attached hereto as Schedule 2, (h) granted the agency authority set forth in the Project Agreements, including agency authority under Section 2.3 of the Construction Management Agreement, and (i) after the date hereof shall received written copies of, and become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under to, each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borroweragreements listed on Schedule 3 hereto. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes 4.1 For value received, Parent Entity hereby agrees to become a “LenderGuarantor” under the Credit Loan Agreement (in accordance with and the provisions of Section 10.07(b) of other Loan Documents pursuant to the Credit Agreement) after the date hereof shall become a party to this Agreement upon its execution of an Assignment following terms and Assumption Agreement contemplated by such Section 10.07conditions hereof. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations 4.2 Borrower, Holdings, Agent and the grant Lenders, which constitute all the parties to the Loan Agreement immediately prior to the joinder of Liens securing such obligations is permitted under Parent Entity thereto, hereby amend the Loan Agreement, and each of the Credit other Loan Documents, as applicable, to reflect that Parent Entity is hereby a “Guarantor” in, under and pursuant to the Loan Agreement, with all the rights, obligations, liabilities and duties of a Guarantor thereunder regardless of when such obligations, liabilities and duties first arose. Zibby – Ninth Amendment to Loan and Security Agreement 4.3 Parent Entity hereby (i) joins in, becomes a party to, and agrees to comply with and be bound by, as a Guarantor, the terms and conditions of the Loan Agreement and each other Additional Credit Loan Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representativesame extent as if Parent Entity were an original signatory thereto, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing grants to the Authorized Representative Agent, for the ratable benefit of the Lenders, a security interest in the “Collateral” as defined in the Payment Guaranty, which security interest shall be subject to the terms and conditions set forth in the Payment Guaranty, including Section 7, (iii) agrees that it is a primary obligor (and not a surety) under the Loan Agreement and (iv) agrees that it shall be jointly and severally liable with Holdings for all liabilities and Obligations regardless of when they first arose under the Loan Agreement and the other Loan Documents as if it were an original party thereto. Parent Entity acknowledges and confirms that it has received a copy of the Loan Agreement and the exhibits, schedules and other attachments thereto, and the other Loan Documents. 4.4 In furtherance of the foregoing, Parent Entity agrees to execute and and/or deliver to the Collateral Agent such other Loan Documents, UCC financing statements, secretary’s certificate as to organization and each incumbency and any other Authorized Representativedocuments, a Joinder Agreementinstruments, which shall be acknowledged and approved by an Authorized Officer certificates, or agreements as the Agent described in Section 4.3 of the Borrower. (c) Each notice given by an Authorized Officer pursuant Loan Agreement with respect to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and Entity in connection with the Authorized Representative for such Additional Secured Obligationsjoinder of Parent Entity as a Guarantor.

Joinder. (a) Each Lender of the New Subsidiaries hereby agrees that becomes upon the effectiveness hereof, each New Subsidiary is, and shall be deemed to be, a “Lender” Debtor under the Credit Security Agreement and a Guarantor under the Guaranty with all of the rights and obligations of a Debtor and Guarantor, respectively, thereunder, and the terms Debtor and Guarantor when used in any Loan Document shall include each of the New Subsidiaries. Confirming such joinder (i) each of the New Subsidiaries hereby grants to the Administrative Agent for the ratable benefit of the Lenders a security interest in accordance all of the Collateral (as defined in the Security Agreement) now owned or at any time hereafter acquired by such New Subsidiary or in which such New Subsidiary now has or at any time in the future may acquire any right, title or interest, (ii) each of the New Subsidiaries hereby unconditionally and irrevocably guarantees to the Administrative Agent and the Lenders the prompt and complete payment and performance by the Borrower when due of the Obligations, and (iii) each of the New Subsidiaries shall be liable to the Administrative Agent for, and hereby assumes and agrees to be liable for, all of the obligations and liabilities of a Debtor and Guarantor, as the case may be, under the Security Agreement and Guaranty, respectively, to the same extent as if it were an original signatory to those documents as a Debtor and Guarantor, as the case may be. Each of the New Subsidiaries hereby agrees with the Administrative Agent that it shall perform, comply with and be subject to and be bound by, each of the terms, provisions and conditions of Section 10.07(bthe Security Agreement and the Guaranty. Without limiting the generality of the foregoing, each of the New Subsidiaries hereby represents and warrants that (i) each of the representations and warranties set forth with respect to a Debtor or a Guarantor in the Security Agreement and the Guaranty is true and correct as to such New Subsidiary on and as of the date hereof as if made on and as of the date hereof by such New Subsidiary, and (ii) such New Subsidiary has heretofore received a true and correct copy of the Credit Agreement, the Security Agreement, the Guaranty and each of the other Loan Documents (including any amendments, supplements or waivers thereto) after as in effect on the date hereof. Each of the New Subsidiaries hereby authorizes the Administrative Agent to file any Uniform Commercial Code financing or continuation statement on behalf of such New Subsidiary. Any such financing or continuation statement may describe the Collateral (as defined in the Security Agreement) as “all assets”, “all personal property” or similar designation. Each New Subsidiary hereby ratifies any filing by the Administrative Agent of financing statements prior to the date hereof shall become a party with respect to this Agreement upon its execution the Collateral (as defined in the Security Agreement). Each of an Assignment the New Subsidiaries also agrees to deliver (or cause to be delivered) or execute and Assumption Agreement contemplated by such Section 10.07. deliver (bor to cause to be executed and delivered) The Borrower may designate additional obligations as Additional Secured Obligations at any time and from time to time only if such further instruments and documents and do or cause to be done such further acts as may be requested by the incurrence Administrative Agent, including without limitation, resolutions of such obligations the board of directors or other applicable body authorizing the execution, delivery and performance of this Agreement and the grant transactions contemplated hereby, true and correct copies of Liens securing such obligations is permitted under each of the Credit Agreement its organizational documents and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrowerincumbency certificate. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) At any time after the date hereof shall of this Agreement, one or more additional persons may become party hereto by executing and delivering to the Grantee a joinder agreement in form and substance reasonably satisfactory to Grantee. Immediately upon such execution and delivery of such joinder agreement (and without any further action), each such additional person will become a party to this Agreement upon its execution as a “Grantor” and have all of an Assignment the rights and Assumption obligations of a Grantor hereunder and this Agreement contemplated and the schedules hereto shall be deemed amended by such Section 10.07. joinder agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTOR: DELSHAH CAPITAL LIMITED By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Chairman and CEO Accepted and agreed to as of the date first above written. By: Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory By: Name: ▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory Pledged Equity Grantor Issuer Membership Interests Percentage owned by Grantor Membership Interest Percentage Pledged Certificated [Y/N] Delshah Capital Limited DS Manhattan Valley Noteholder LLC 100% 100% N EXHIBIT 4(a)(iv) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following Equity Interests of , a [corporation][limited liability company]: Number of [Shares][Units] Certificate Number and irrevocably appoints its agent and attorney-in-fact to transfer all or any part of such Equity Interests and to take all necessary and appropriate action to effect any such transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for him. [HOLDER] By: Name: Title: This U.S. PLEDGE AND SECURITY AGREEMENT dated as of November [ ], 2023 (b) The Borrower may designate additional obligations as Additional Secured Obligations amended, restated, supplemented or otherwise modified from time to time only if in accordance with the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and provisions hereof, this “Agreement. If so permitted”) by Steuben Delshah LLC, the Borrower shall only effect such designation by: a New York limited liability company (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations“Grantor”), and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized RepresentativeMishmeret Trust Company Limited, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer company organized under the laws of the BorrowerIsrael (“Grantee”). (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. (a) Each Lender that By executing and delivering this Agreement, each Additional Guarantor, as provided in Section 6.11 of the Credit Agreement, hereby becomes a party to the Credit Agreement as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder and agrees to be bound by all covenants, waivers, agreements and obligations of the other Guarantors pursuant to the Credit Agreement and any other Loan Document. Upon execution and delivery of this Agreement by each Additional Guarantor, each reference to the “LenderGuarantors” or the “Loan Parties” in the Credit Agreement and in all other Loan Documents shall, from and as of the date hereof, be deemed to include each such Additional Guarantor. Each Additional Guarantor hereby represents and warrants as to itself that each of the representations and warranties contained in Article 5 of the Credit Agreement is true and correct in all material respects on and as of the date hereof (after giving effect to this Agreement), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date (after giving effect to this Agreement). This Agreement shall constitute a Loan Document. (b) Upon execution and delivery of this Agreement, without further act or deed, (i) the Assumed Borrower hereby assumes, all obligations and liabilities (including the Obligations) and all rights of the Initial Borrower as “Borrower”, a “Guarantor” and “Parent” under the Credit Agreement and the other Loan Documents, (in accordance with ii) the provisions of Section 10.07(b) of the Credit Agreement) after the date hereof Assumed Borrower shall hereby become a party to this the Credit Agreement upon its execution of an Assignment as a “Borrower”, a “Guarantor” and Assumption Agreement contemplated “Parent” with the same force and effect as if originally named therein as a Borrower, Guarantor and Parent, (iii) the Assumed Borrower shall hereby be bound by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations covenants, representations, warranties and the grant of Liens securing such obligations is permitted under each of agreements contained in the Credit Agreement and each other Additional Credit Loan Document then in effect to which it is a party and this Agreement. If so permittedwhich are binding upon, and to be observed or performed by, the Initial Borrower, a “Borrower”, “Guarantor” or “Parent” under the Credit Agreement and the other Loan Documents to which it is a party, (iv) the Assumed Borrower hereby ratifies and confirms the validity of, and all of its obligations and liabilities (including, without limitation, the Obligations) under, the Credit Agreement and such other Loan Documents to which it is a party, (v) each reference to the “Borrower” in the Credit Agreement and any other Loan Document shall hereby be deemed to include the Assumed Borrower, and each reference to the “Parent” in the Credit Agreement and in any other Loan Document shall hereby be deemed to refer to the Assumed Borrower and (vi) the Initial Borrower shall only effect such designation by: hereby be released from its obligations under (ix) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent Agreement and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged Loan Document and approved by an Authorized Officer (y) the Security Agreement in all capacities. The Assumed Borrower hereby represents and warrants as to itself that each of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation representations and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each warranties contained in Article 5 of the Credit Agreement and each Additional Credit Document then the other Loan Documents is true and correct in all material respects on and as of the date hereof (after giving effect and to this Agreement. In signing a Joinder ), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date (after giving effect to this Agreement); provided that, to the Collateral Agent and each Authorized Representative extent any such representation or warranty is qualified by materiality, material adverse effect or similar language, such representation shall be entitled to rely, without inquiry or investigation, upon such representation true and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationscorrect in all respects.

Joinder. Subject to the satisfaction of the conditions precedent set forth in Section 10: (a) Each Lender that becomes a “Lender” New Borrower hereby assumes the Obligations under the Credit Agreement and joins in, adopts and becomes (in accordance with the provisions of Section 10.07(bi) of a Borrower under the Credit Agreement, (ii) after an Issuer under the date hereof shall become a Pledge Agreement, and (iii) party to this Agreement upon its execution the other Financing Documents applicable to it as a Borrower. Each party hereto agrees that all references to “Borrower” or “Borrowers” contained in the Financing Documents are hereby deemed for all purposes to also refer to and include New Borrower as a Borrower, and New Borrower hereby agrees to comply with all of the terms and conditions of the Financing Documents as if such New Borrower was an Assignment and Assumption Agreement contemplated by such Section 10.07original signatory thereto. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if Without limiting the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each generality of the Credit provisions of subparagraph (a) above, each party agrees that the “Pledged Collateral” (as defined in the Pledge Agreement) owned by New Borrower and listed in Exhibit B shall be and become a part of the Pledged Collateral referred to in Pledge Agreement and each other Additional Credit Document then shall secure all Obligations referred to and in effect and this accordance with said Pledge Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant Notwithstanding anything to Section 9.09(b) shall constitute a representation the contrary set forth herein, each Borrower acknowledges and warranty by the Borrower that the incurrence agrees that, as of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each date hereof, Agent has not completed its due diligence of the Credit Agreement New Borrower, and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreementtherefore, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent Accounts of the New Borrower shall not execute be deemed to be Eligible Accounts, and deliver any Joinder Agreement consequently, such Accounts shall not be included in the Borrowing Base unless and until such Joinder Agreement Agent has been executed determined, in its sole and delivered by absolute discretion, to include the New Borrower’s Accounts, or a portion thereof, in the Parent and Borrowing Base as Eligible Accounts. Borrowers agree to assist Agent in its completion of its due diligence of the Authorized Representative for such Additional Secured ObligationsNew Borrower.

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) of the Credit Agreement) With effect from and after the date hereof Third Amendment Effective Date, FWAG hereby agrees, and the Administrative Agent hereby acknowledges and accepts, that FWAG shall become a party to this Agreement upon its execution of an Assignment “Subsidiary Guarantor” under and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each for all purposes of the Credit Agreement and each other Additional the Security Agreement with all the rights and obligations of a Subsidiary Guarantor thereunder (and hereby supplements Schedule 5.13 of the Credit Document then Agreement and Annexes 1 through 8 of the Security Agreement to the extent provided in effect and this Agreementthe supplements delivered in accordance with Section 5(d) hereof). If so permittedWithout limiting the generality of the foregoing, the Borrower shall only effect such designation byFWAG hereby: (i) delivering jointly and severally with the other Subsidiary Guarantors party to the Collateral Credit Agreement guarantees to each Lender (and each Affiliate thereof party to any Hedging Agreement or holding any Cash Management Obligations), each Issuing Lender and the Administrative Agent and each Authorized Representativetheir respective successors and assigns the prompt payment in full when due (whether at stated maturity, written notice from an Authorized Officer certifying: (1by acceleration or otherwise) that of all Guaranteed Obligations in the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, same manner and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address same extent as is provided in Article IV of the Authorized Representative for such Series of Additional Secured Obligations; andCredit Agreement; (ii) causing pledges and grants to the Authorized Representative Administrative Agent, for the benefit of the Secured Parties, the security interests in all right, title and interest of FWAG in all Collateral now owned or hereafter acquired by FWAG and whether now existing or hereafter coming into existence provided for by Section 3 of the Security Agreement as collateral security for the Secured Obligations and agrees that the Annexes thereof shall be supplemented as provided in the supplements delivered in accordance with Section 5(d) hereof); (iii) represents and warrants that each of the representations and warranties set forth in Article V of the Credit Agreement and in Section 2 of the Security Agreement that are applicable to FWAG is true and correct both before and after giving effect to this Section 7 as if each reference in said provisions to the Loan Documents included reference to this Agreement (or, if any such representation or warranty is expressly stated to be made as of a specific date, such representation or warranty is true and correct as of such specific date); (iv) agrees to execute and deliver to the Collateral Administrative Agent such additional Security Documents and each other Authorized Representative, a Joinder Agreement, which related instruments as shall be acknowledged and approved by an Authorized Officer required under Section 7.10 of the Borrower.Credit Agreement; and (cv) Each notice given by an Authorized Officer pursuant submits to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence jurisdiction of the Additional Secured Obligations courts, and waives jury trial, as provided in Sections 11.13 and 11.14 of the grant of Liens securing such obligations are permitted under each Credit Agreement. FWAG hereby instructs its counsel to deliver the opinions referred to in Section 7.10(a)(iii) of the Credit Agreement and each Additional Credit Document then to the Secured Parties. The terms of this Section 7 may be waived, altered or amended only in effect and this Agreementaccordance with the requirements of Section 6.03 of the Security Agreement applicable to waivers, alterations or amendments thereunder. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative Any notice or other communication herein required or permitted to be given shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by given in accordance with the Borrower, requirements of Section 6.01 of the Parent and the Authorized Representative for such Additional Secured ObligationsSecurity Agreement.

Joinder. (a) Each Lender that becomes By their execution below, each of the Borrowers, the Agents and the Lenders hereby agree to the joinder of Good Buys as a “Lender” Borrower under the Credit Loan Agreement (in accordance with and Good Buys hereby agrees to become a Borrower thereunder and to be bound by all the provisions of Section 10.07(b) terms and conditions of the Credit Agreement) after Loan Agreement effective as of the date hereof shall become a party to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07hereof. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations Good Buys hereby expressly agrees that it shall be liable, jointly and the grant of Liens securing such obligations is permitted under severally, with each of the Credit other Borrowers as a Borrower under the Loan Agreement for all Liabilities due to the Lenders, Agents or their Affiliates under the Loan Agreement and each other Additional Credit Document then Loan Documents executed in effect and this connection with the Loan Agreement. If so permitted, including, without limitation, all Liabilities outstanding as of the Borrower shall only effect such designation by: (i) delivering date hereof or hereafter arising of any of the other Borrowers to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the BorrowerLender or Agents thereunder. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations Borrowers (including, but not limited to, Good Buys) hereby expressly agrees that it will be liable, jointly and the grant of Liens securing such obligations are permitted under severally, with each of the Credit other Borrowers (including, but not limited to, Good Buys), for all Liabilities due under the Loan Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to relyother Loan Documents including, without inquiry or investigationlimitation, upon such representation and warranty. The Collateral Agent all Liabilities of Good Buys to the Lenders. (d) Good Buys shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by herewith Joinders to each of the Borrower, the Parent Revolving Credit Notes and the Authorized Representative Swingline Note in favor of the Agents in the form of Exhibit A attached hereto. (e) From and after the date hereof, all references to "Borrower" or "Borrowers" in the Loan Agreement or other Loan Documents shall be deemed to include Good Buys as well as each of the existing Borrowers. (f) Good Buys hereby grants to the Agents, a continuing security interest in and to, and assigns to the Agents for such Additional Secured Obligationsthe benefit of the Lenders, all of its right, title and interest in Inventory, certain assets relating to Inventory and all other assets which constitute Collateral (as defined in the Loan Agreement), whether now owned or hereafter acquired or in which Good Buys now has an interest, or hereafter acquires or otherwise obtains an interest, and all products, proceeds, substitutions and accessions of or to any of the foregoing, pursuant to and as more completely defined in Section 8.1 of the Loan Agreement.

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(bPursuant to Sections 8.21 and 5.13(e) of the Credit Agreement) after , the date hereof shall New Borrower is required to become a party to the Credit Agreement as a Borrower thereunder and to the Security Agreement as a grantor thereunder. The New Borrower will obtain benefits as a result of the continued extension of credit to the Borrowers under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desire to execute and deliver this Agreement upon Amendment and further agrees as follows: (a) The New Borrower hereby acknowledges, agrees and confirms that, by its execution of an Assignment this Amendment, the New Borrower will be deemed to be a Credit Party and Assumption a Borrower under the Credit Agreement contemplated by such Section 10.07for all purposes of the Credit Agreement and shall have all of the obligations of a Borrower and Credit Party thereunder as if it had executed the Credit Agreement. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement, including without limitation (a) all of the representations and warranties of the Credit Parties set forth in Article VII of the Credit Agreement, and (b) all of the covenants set forth in Articles VIII and IX of the Credit Agreement. (b) If required, the New Borrower is, simultaneously with the execution of this Amendment, executing and delivering such Collateral Documents (and such other documents and instruments) as requested by the Administrative Agent in accordance with the Credit Agreement. The Borrower may designate additional obligations as Additional Secured Obligations from time information on the schedules to time only if the incurrence of such obligations Credit Agreement and the grant of Liens securing such obligations is Loan Documents are hereby supplemented (to the extent permitted under each the Credit Agreement or Loan Documents) to reflect the information shown on the attached Exhibit C and, with respect to the Security Agreement, Exhibit D. (c) The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Borrower will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of a “Grantor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Paragraph (c), the New Borrower hereby grants, pledges and assigns to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in, and a right of set off, to the extent applicable, against any and all right, title and interest of the New Borrower in and to the Collateral (as such term is defined in the Security Agreement) of the New Borrower. (d) The address of the New Borrower for the purposes of Section 12.1 of the Credit Agreement is as follows: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇ (e) The New Borrower and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Administrative Borrower shall only effect such designation bydeliver the documents, take the actions and complete the tasks set forth below, in each case, within the applicable time limits specified therein: i. On or before November 15, 2021 (or such longer time as Administrative Agent may agree in its sole discretion), New Borrower shall use commercially reasonable efforts to deliver landlord waivers in form and substance reasonably satisfactory to Administrative Agent for the following locations: (1) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Rd., Houston TX, (2) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and (3) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, TX 75125. ii. On or before December 31, 2021 (or such longer time as Administrative Agent may agree in its sole discretion), New Borrower shall have (i) delivering completed each assignment, name change filing or other action reasonably necessary to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address properly reflect New Borrower’s ownership of the Authorized Representative for such Series of Additional Secured Obligations; and intellectual property listed on the Supplement to Perfection Certificate delivered in connection with this Amendment and (ii) causing the Authorized Representative executed such Patent Security Agreements and/or Trademark Security Agreements as requested by Administrative Agent to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrowerperfect Administrative Agent’s security interest in such trademarks and/or patents. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligations.

Joinder. Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall be effected by a joinder agreement (athe “Increase Joinder”) Each Lender that becomes executed by the Borrower and each lender making such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment, in form and substance reasonably satisfactory to each of them (and, for the avoidance of doubt, no consent shall be required from the Administrative Agent (except to the extent affecting the rights and duties of, or any fees or other amounts payable to, the Administrative Agent or any other Lender). The Increase Joinder (or, in the case of Incremental Commitments governed by documentation other than this Agreement and the other Loan Documents, a “Lender” under companion amendment hereto) may, without the Credit consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents (i) as may be necessary or appropriate (which may be in the form of an amendment and restatement of this Agreement) (including with respect to pro rata payments, repayments, borrowings and commitment reductions of Revolving Commitments (and Revolving Loans thereunder) and Incremental Revolving Loan Commitments (and loans thereunder)), in the opinion of the lenders providing such facility, (solely to the extent the Administrative Agent's consent would be required in accordance with clauses (c) or (d) above) the Administrative Agent and the Borrower, to effect the provisions of this ‎Section 2.19 and (ii) so long as such amendments are not adverse to the Lenders, such other changes as may be necessary, as reasonably determined by the Borrower and the lenders providing such facility and (solely to the extent the Administrative Agent's consent would be required in accordance with clauses (c) or (d) above) the Administrative Agent, to maintain the fungibility of any Incremental Term Loans with any Tranche of then-outstanding Term Loans. The Borrower shall provide the Administrative Agent written notice (including via email) no later than two Business Days prior to the execution and delivery of any Increase Joinder. For the avoidance of doubt, acknowledgement by the Administrative Agent of any Increase Joinder shall not be required for the effectiveness of any such Increase Joinder. If the Person or Persons arranging such Incremental Term Loan Commitment or Incremental Revolving Loan Commitment is not the Administrative Agent, the actions authorized to be taken by such Person herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 10.07(b2.19(e) of the Credit Agreement) after the date hereof shall become a party (including amendments to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein; provided, for the avoidance of Liens securing such obligations is permitted under each doubt, the consent of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Administrative Agent shall not execute and deliver be required nor shall the comments of the Administrative Agent be required to be accepted for the efficacy of any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by Increase Joinder. This Section 2.19(e) shall supersede any provisions in ‎Section 10.02 to the Borrower, the Parent and the Authorized Representative for such Additional Secured Obligationscontrary.

Joinder. (a) Each Lender that becomes a “Lender” under the Credit Agreement The Ultimate Borrowers hereby irrevocably and unconditionally (in accordance with the provisions of Section 10.07(bi) of the Credit Agreement) after the date hereof shall join in, become a party to, and a maker of, and agree to comply with and be bound by the terms and conditions of the Private Escapes Loan Agreement as amended and restated herein, any notes and other documents related thereto to the same extent as if the Ultimate Borrowers were an original signatory thereto, (ii) accept and assume each and all obligations of the Private Escapes Borrowers pursuant to Private Escapes Loan Agreement as amended and restated herein and any notes or other documents related thereto as amended hereby, and (iii) agree that each are a direct obligor under the Private Escapes Loan Agreement as amended and restated herein. Without limiting the foregoing, each Ultimate Borrower agrees that it shall be jointly and severally liable with the Private Escapes Borrowers for all liabilities and obligations under the Private Escapes Loan Agreement, this Agreement upon its execution and the other Loan Documents, regardless of an Assignment and Assumption Agreement contemplated by such Section 10.07when they first arose. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations Private Escapes Borrowers hereby irrevocably and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: unconditionally (i) delivering join in, become a party to, and a maker of, and agree to comply with and be bound by the terms and conditions of the Ultimate Loan Agreement as amended and restated herein, any notes and other documents related thereto to the Collateral Agent and each Authorized Representativesame extent as if the Private Escapes Borrowers were an original signatory thereto, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing accept and assume each and all obligations of the Authorized Representative Ultimate Borrowers pursuant to execute Ultimate Loan Agreement as amended and deliver to restated herein and any notes or other documents related thereto as amended hereby, and (iii) agree that each are a direct obligor under the Collateral Agent Ultimate Loan Agreement as amended and restated herein. Without limiting the foregoing, each other Authorized Representative, a Joinder Private Escapes Borrower agrees that it shall be jointly and severally liable with the Ultimate Borrowers for all liabilities and obligations under the Ultimate Loan Agreement, which shall be acknowledged this Agreement and approved by an Authorized Officer the other Loan Documents, regardless of the Borrowerwhen they first arose. (c) Each notice given All Borrowers that are not included in the definition of Ultimate Borrowers or Private Escapes Borrowers hereby irrevocably and unconditionally (i) join in, become a party to, and a maker of, and agree to comply with and be bound by the terms and conditions of the Ultimate Loan Agreement and the Private Escapes Loan Agreement, each as amended and restated herein, any notes and other documents related thereto to the same extent as if such Borrowers were an Authorized Officer original signatory thereto, (ii) accept and assume each and all obligations of the Ultimate Borrowers and the Private Escapes Borrowers, as applicable, pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations Ultimate Loan Agreement and the grant of Liens securing such obligations Private Escapes Loan Agreement, as applicable, each as amended herein and any notes or other documents related thereto as amended and restated hereby, and (iii) agree that each are permitted a direct obligor under each of the Credit Ultimate Loan Agreement and each Additional Credit Document then in effect and this the Private Escapes Loan Agreement. In signing a Joinder AgreementWithout limiting the foregoing, the Collateral Agent and each Authorized Representative such Borrower agrees that it shall be entitled to rely, without inquiry or investigation, upon such representation jointly and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by severally liable with the Borrower, the Parent Ultimate Borrowers and the Authorized Representative Private Escapes Borrowers, as applicable, for such Additional Secured Obligationsall liabilities and obligations under the Ultimate Loan Agreement and the Private Escapes Loan Agreement as amended and restated herein, as applicable, this Agreement and the other Loan Documents, regardless of when they first arose.

Joinder. (a) Each Lender Additional Borrower represents and warrants that becomes a “Lender” under the Credit Agreement (in accordance with the provisions of Section 10.07(b) it has received and reviewed copies of the Credit Agreement) after , the date hereof shall become a party to this Revolving Credit Note, the Subordination and Intercreditor Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations from time to time only if the incurrence of such obligations and the grant other Loan Documents, and that it understands the terms of Liens securing such obligations is permitted the same. Effective upon the execution and delivery hereof, each Additional Borrower hereby agrees that it shall become, and each Existing Borrower consents to the addition of each Additional Borrower as, a "Borrower" under each and for all purposes of the Credit Agreement and the other Loan Documents with all the rights and obligations of a Borrower thereunder. Without limiting the generality of the foregoing, each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation byhereby: (ia) delivering jointly and severally with the other Borrowers party to the Collateral Agent Credit Agreement agrees to pay and each Authorized Representative, written notice from an Authorized Officer certifying:perform all of the Obligations of the Borrowers to the Lender and its successors and assigns in the manner and to the extent provided in the Credit Agreement and the other Loan Documents; (1b) that grants to the Borrower intends to incur additional obligations which shall constitute Additional Secured Lender, as collateral security for the Obligations, a security interest in and specifying lien on all right, title and interest of such Additional Borrower in all tangible and intangible property and assets of such Additional Borrower (whether now owned or existing or hereafter acquired or arising, together with any and all additions thereto and replacements therefor and proceeds and products thereof) and all other Collateral, all as more particularly provided in Article 4 of the agreement pursuant Credit Agreement (which is incorporated herein by reference); (c) agrees that each of the Designated Officers of ARC Service is authorized to which act as agent for such obligations will be incurred Additional Borrower in accordance with the terms of Section 1.4 of the Credit Agreement; (d) consents to the appointment of a receiver as provided in Section 9.12 of the Credit Agreement, and designating such agreement submits to the jurisdiction of the courts, and waives jury trial, as an “Additional provided in Sections 10.10 and 10.11 of the Credit Document” hereunderAgreement, respectively; and (2e) as to agrees for the specific name and address benefit of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute Lender and deliver to the Collateral Agent its successors and each assigns that all indebtedness, obligations and other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence liabilities of the Additional Secured Obligations and Borrowers to the grant of Liens securing such obligations are permitted Lender under each of the Credit Agreement or otherwise, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to become due, and each Additional all interest, fees, expenses, indemnification obligations and other amounts from time to time owing under the Credit Document then in effect and this Agreement. In signing a Joinder Agreement, and all other indebtedness, liabilities or obligations from time to time owing from the Collateral Agent Additional Borrowers to the Lender, shall constitute "Senior Obligations" under the Subordination and each Authorized Representative Intercreditor Agreement, and that the Subordinated Obligations (as defined in the Subordination and Intercreditor Agreement) are and shall be entitled expressly subordinate and junior in right of payment and exercise of remedies, to relythe prior payment in full of all of the Senior Obligations, without inquiry or investigation, upon such representation all as more particularly provided in the Subordination and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, the Parent and the Authorized Representative for such Additional Secured ObligationsIntercreditor Agreement.

Joinder. (a) Each Lender that becomes To induce the Lenders to continue to make Loans available from time to time to the Borrower, each Subsidiary listed on the signature pages hereto hereby affirms its status as a “Lender” "Guarantor" under the Credit Agreement or, to the extent applicable, agrees to become a "Guarantor" under the Credit Agreement with the same force and effect as if such Subsidiary was a signatory thereto. Each such Subsidiary shall be jointly and severally liable to each Lender, any Issuing Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Guarantied Obligations and each such Subsidiary agrees that if the Guarantied Obligations are not paid in full when due (whether at stated maturity, by acceleration or otherwise) such Subsidiary shall promptly pay the same, without any demand or notice whatsoever and in the case of any extension of time for payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at stated maturity, by acceleration or otherwise) in accordance with the provisions terms of Section 10.07(b) such extension of time for payment or renewal. Moreover, to induce the Credit Agreement) after the date hereof shall become a party Lenders to this Agreement upon its execution of an Assignment and Assumption Agreement contemplated by such Section 10.07. (b) The Borrower may designate additional obligations as Additional Secured Obligations continue to make Loans available from time to time only if the incurrence of such obligations and the grant of Liens securing such obligations is permitted under each of the Credit Agreement and each other Additional Credit Document then in effect and this Agreement. If so permitted, the Borrower shall only effect such designation by: (i) delivering to the Collateral Agent and each Authorized Representative, written notice from an Authorized Officer certifying: (1) that the Borrower intends to incur additional obligations which shall constitute Additional Secured Obligations, and specifying the agreement pursuant to which such obligations will be incurred and designating such agreement as an “Additional Credit Document” hereunder; and (2) as to the specific name and address of the Authorized Representative for such Series of Additional Secured Obligations; and (ii) causing the Authorized Representative to execute and deliver to the Collateral Agent and each other Authorized Representative, a Joinder Agreement, which shall be acknowledged and approved by an Authorized Officer of the Borrower. (c) Each notice given by an Authorized Officer pursuant to Section 9.09(b) shall constitute a representation and warranty by the Borrower that the incurrence of the Additional Secured Obligations and the grant of Liens securing such obligations are permitted under each of the Credit Agreement and each Additional Credit Document then in effect and this Agreement. In signing a Joinder Agreement, the Collateral Agent and each Authorized Representative shall be entitled to rely, without inquiry or investigation, upon such representation and warranty. The Collateral Agent shall not execute and deliver any Joinder Agreement unless and until such Joinder Agreement has been executed and delivered by the Borrower, each Subsidiary listed on the Parent signature pages hereto hereby affirms its status as a "Debtor" under the Amended and Restated Security Agreement, dated as of October 29, 1999 by and among the Borrower, certain of its Subsidiaries parties thereto and the Authorized Representative Administrative Agent (the "Security Agreement") or, to the extent applicable, agrees to become a "Debtor" under the Security Agreement with the same force and effect as if such Subsidiary was a signatory to such agreement and was expressly named as a "Debtor" therein and each Subsidiary hereby grants to the Administrative Agent, for such Additional Secured Obligationsitself and for the benefit of the other Lenders a security interest in all of its Collateral (as defined in the Security Agreement).