Common use of Keepwell Clause in Contracts

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, 9.18 or otherwise under this Guarantee, the Guarantee voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 9.18 shall remain in full force and effect until all Commitments hereunder have terminated, the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans or and Unpaid Drawings, together with interest, fees and all other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of Credit remains outstanding (except any Letter such Guarantor in accordance with Section 25 of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Guarantee. Each Qualified ECP Guarantor intends that this Section 11.11 9.18 to constitute, and this Section 11.11 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Secured Cash Management Obligations Agreements and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer has shall have been put made or that have been Cash Collateralized in place)the amount of the Minimum Collateral Amount) have been paid and performed in full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 4.08 to constitute, and this Section 11.11 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Agreement Party that is a Qualified ECP Guarantor (as defined below) at the time the Credit Agreement Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Credit Agreement Party Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Agreement Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. A Specified Credit Party means any Credit Agreement Party that is not “an eligible contract participant” under the Commodity Exchange Act (determined after giving effect to this Section 14.11).

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time this Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 22 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 22 to constitute, and this Section 11.11 22 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 1a(18)(A)(v)(II22, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is party hereto and is a Qualified ECP Guarantor at the time any Guarantee by any Specified Loan Party (or, in the case of the Company as such Loan Party that is party hereto and is a Qualified ECP Guarantor, at the time any Guarantee by any Specified Loan Party or Specified Foreign Loan Party) becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party (or, in the case of the Company as Qualified ECP Guarantor, to each Specified Loan Party and to each Specified Foreign Loan Party) with respect to such Swap Obligation as may be needed by such Specified Loan Party or Specified Foreign Loan Party, as applicable, from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 10.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party or Specified Foreign Loan Party, as applicable, for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, (a) no Foreign Obligor or Excluded Subsidiary shall be a Qualified ECP Guarantor, and (b) only the Company (and no other Loan Party) shall be a Qualified ECP Guarantor on behalf of any Specified Foreign Loan Party.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor (as defined below) at the time this Guaranty or at the time the grant of the security interest under the Credit Documents, in each case, by any Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each other Credit Party with respect to such Swap Obligation as may be needed by such Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 7.12 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 7.12 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 7.12 to constitute, and this Section 11.11 7.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Credit Party for all purposes of Section the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, at any time, each Credit Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its Holdings’ obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Holdings intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article V by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article V voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than (x) contingent indemnification obligations as to which no claim has been asserted and (y) obligations and liabilities under Specified Cash Management Obligations Agreements and Obligations arising under any Secured Specified Hedge Agreement), Agreements that are not yet due and no Letter payable and do not become due and payable upon or as a result of Credit remains outstanding (except any Letter the repayment of Credit the Outstanding Amount of which the Obligations related thereto has other Obligations) have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put indefeasibly paid and performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party that would otherwise not constitute an Eligible Contract Participant for any Swap Obligation for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Specified Loan Party to honor all of its such Specified Loan Party’s obligations under this Guaranty Agreement and the other Loan Documents and under any agreement relating to Hedging Obligations or Treasury Management Obligations in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 24 or otherwise under this Guarantee, Agreement voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 24 shall remain in full force and effect until all Commitments hereunder the Obligations have terminated, been indefeasibly satisfied and performed in full and all Loans or other Obligations hereunder which are accrued and payable of the Commitments under the Credit Agreement have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 24 constitute, and this Section 11.11 24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section 24, “Qualified ECP Guarantor” means in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party and each Limited Guarantor, as the case may be, to honor all of its obligations under this Agreement or the Limited Recourse Guaranty of such Limited Guarantor in respect of Swap Obligations (provided, however, that each any Qualified ECP Guarantor shall only be liable under this Section 11.11 4.16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.16, or otherwise under this GuaranteeAgreement, as it relates to such other Loan Party or such Limited Guarantor, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 4.16 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the termination of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory this Agreement pursuant to the applicable L/C Issuer has been put in place)its terms. Each Qualified ECP Guarantor intends that this Section 11.11 4.16 constitute, and this Section 11.11 4.16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each Limited Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GUARANTORS: BEACON HOLDING INC. By: Name: Title: GUARANTORS: BJME OPERATING CORP., as Guarantor By: Name: Title: BJNH OPERATING CO., LLC, as Guarantor By: Name: Title: NATICK REALTY, INC., as Guarantor By: Name: Title: ADMINISTRATIVE AGENT: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title: BEACON HOLDING INC. BJME OPERATING CORP. BJNH OPERATING CO., LLC NATICK REALTY, INC. SUPPLEMENT NO. dated as of , 20 , to the Term Loan Guaranty Agreement dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”), among BEACON HOLDING INC., a Delaware corporation (“Holdings”), the other Guarantors party thereto from time to time and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent for the Secured Parties. A. Reference is made to the First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “First Lien Credit Agreement”), by, among others, the Borrower, Holdings, the Lenders party thereto from time to time, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and Collateral Agent for the Lenders. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement and the Guaranty, as applicable. C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Term Loans to the Borrower.

Keepwell. Each If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its Holdings’ obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Holdings intends that this Section 11.11 14.11 to constitute, and this Section 11.11 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guarantee under the Guarantee and Collateral Agreement is entered into by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or at the time any such Specified Loan Party grants a security interest under the Loan Documents, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, the Guarantee and Collateral Agreement voidable under the Bankruptcy Code of the United States (or similar debtor relief laws of the United States or other applicable Law relating to fraudulent conveyance or fraudulent transferjurisdictions), and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or such time as the Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full, the Commitments have expired or satisfied terminated and all Letters of Credit and FCIs shall have expired (other than Cash Management Obligations and Obligations arising under without any Secured Hedge Agreementpending drawing) or terminated (or been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(o)(iv), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeas applicable). Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its payment obligations under this the Guaranty and Security Agreement in respect of Swap Obligations under any Secured Rate Contract (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 9.26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119.26, or otherwise under this Guaranteethe Guaranty and Security Agreement, voidable under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 9.26 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the guarantees in respect of Swap Obligations hereunder which are accrued and payable under each Secured Rate Contract have been paid discharged, or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge otherwise released or terminated in accordance with the terms of this Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 9.26 constitute, and this Section 11.11 9.26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (i) Section 11.1 of the Credit Agreement is hereby amended by deleting the definitions of “Aggregate Revolving Loan Commitment,” “Applicable Margin,” “Fixed Charge Coverage Ratio,” “Indebtedness,” “Other Permitted Add-backs,” “Required Lenders,” and “Revolving Loan Conversion Date” in their entirety and substituting the following defined terms therefor:

Keepwell. (a) Each U.S. Obligor that is not a Specified Non-U.S. Obligor and each Non-U.S. Obligor that is not a Specified Non-U.S. Obligor, in each case, that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). . (b) Each Non-U.S. Obligor that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Non-U.S. Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Non-U.S. Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Non-U.S. Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Non-U.S. Loan Party with respect to such Swap Obligation as may be needed by such Specified Non-U.S. Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief Laws, and not for any greater amount). (c) The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this the Subsidiary Guaranty Agreement and the other Loan Documents in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this Guaranteethe Subsidiary Guaranty Agreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guaranteed Obligations (as defined in the Subsidiary Guaranty Agreement) and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Subsidiary Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of the Revolving Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Hedging Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Without limiting anything in this Article 10, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty Article 10 in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 10.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1110.11, or otherwise under this GuaranteeArticle 10, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 shall 10.11shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Credit Party Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and (i) contingent indemnification obligations to the extent no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related claim giving rise thereto has been asserted, (ii) Bank Product Debt that, at the time of determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of any document governing such Bank Product Debt, and (iii) the Letters of Credit so long as such Letters of Credit have been cancelled or returned to the Issuing Lender or the Issuing Lender has received Cash Collateralized Collateral (or for which a backstop letter of credit reasonably other collateral satisfactory to the applicable L/C Issuer has been put in placeIssuing Lender) with respect to such Letters of Credit). Each Qualified ECP Guarantor intends that this Section 11.11 10.11 constitute, and this Section 11.11 10.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each If Guarantor is a Qualified ECP Guarantor hereby jointly and severally Guarantor, it absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Borrower to honor all of its obligations under this Guaranty the Credit Agreement in respect of Swap Hedging Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, voidable under to be avoidable or unenforceable against Guarantor in such proceeding as a result of applicable Law relating to Legal Requirements, including, without limitation, (A) Section 548 of the Bankruptcy Code of the United States and (B) any state fraudulent transfer or fraudulent conveyance act or fraudulent transferstatute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code of the United States or otherwise, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder the later of (i) the Guaranteed Obligations (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable) shall have terminatedbeen paid, performed and completed in full, and (ii) the Loan, Hedging Obligations and all Loans interests, fees, and other amounts due from the Borrower under the Loan Documents and the Master Agreement or other Obligations hereunder which are accrued and payable documentation in connection with such Hedging Transactions have been paid or satisfied in full (other than Cash Management Obligations contingent indemnification obligations and Obligations arising under any Secured Hedge Agreement), other contingent obligations not yet accrued and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placepayable). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, (i) “Commodity Exchange Act” means 7 U.S.C. §1 et seq., as amended from time to time, and any successor statute and (ii) “Qualified ECP Guarantor” means, at any time, the Guarantor, with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and that can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor (as defined below) at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article 27 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject to the limitations set forth in Section 1.10, each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a security interest under the Credit Documents, in either case, by any Specified Credit Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee4.08, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid in full and the commitments relating thereto have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory terminated. Subject to the applicable L/C Issuer has been put limitations set forth in place). Each Qualified ECP Guarantor Section 1.10, each Credit Party intends that this Section 11.11 4.08 to constitute, and this Section 11.11 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, no Foreign Credit Party shall have any obligation under this Section 4.08 to provide funds or other support to any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary and this Section 4.08 shall not constitute a “keepwell, support, or other agreement” by any Foreign Credit Party for the benefit of any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guarantee under Article II of the U.S. Collateral Agreement or Article II of the Canadian Collateral Agreement, as applicable, or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Guarantee and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11the Guarantee under Article II of the U.S. Collateral Agreement or Article II of the Canadian Collateral Agreement, or otherwise under this Guaranteeas applicable, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount), provided, that any Qualified ECP Guarantor that is a Foreign Subsidiary shall only be obligated to provide such funds or support with respect to Specified Loan Parties that are Foreign Subsidiaries. The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 9.28 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 9.28 to constitute, and this Section 11.11 9.28 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Guaranteed Party that is a Qualified ECP Guarantor (as defined below) at the time the Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 27 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 27 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 27 to constitute, and this Section 11.11 27 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. A “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 22 or otherwise under this Guarantee, Guarantee voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter a discharge of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Guarantee Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 22 constitute, and this Section 11.11 22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes or would become effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 4.08 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and liabilities under Guaranteed Cash Management Obligations Agreements and Obligations arising under any Secured Guaranteed Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer has shall have been put made or that have been Cash Collateralized in place)the amount of the Minimum Collateral Amount) have been paid and performed in full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 4.08 to constitute, and this Section 11.11 4.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each The Borrower shall, and shall cause each Qualified ECP Guarantor hereby Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty the Loan Documents in respect of any Secured Swap Obligations Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 12.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.18, or otherwise under this Guaranteeany Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 12.18 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied the occurrence of each of the following: (a) the Indebtedness (other than Cash Management Obligations (i) indemnity obligations not yet due and Obligations payable of which the Borrower has not received a notice of potential claim and (ii) obligations arising under any a Secured Hedge Swap Agreement not yet due and payable) are irrevocably and indefeasibly paid in full in cash (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under this Agreement), and (b) no Letter of Credit remains shall be outstanding (except any Letter other than Letters of Credit the Outstanding Amount of as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the applicable L/C Issuer Administrative Agent and the Issuing Bank have been made), (c) this Agreement and the Commitments are terminated and (d) all Swap Agreements secured hereby are either novated, terminated and paid in full or the Borrower or Guarantor party thereto has been put in place)collateralized its obligations under such Swap Agreement to the satisfaction of the counterparty to such Swap Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 constitute12.18 constitutes, and this Section 11.11 12.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.Act.105

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1119, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Payment in Full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 19 constitute, and this Section 11.11 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. By: Name: Title: SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Berry Petroleum Company, LLC and Berry Petroleum Corporation, (the “Guarantors”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and Wells Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Affiliates of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Affilaite of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time this Agreement by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP 122 Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 11.09 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 11.09 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 11.09 to constitute, and this Section 11.11 11.09 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 1a(18)(A)(v)(II11.09, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act.. 123

Keepwell. (a) Each U.S. Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IX voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Secured Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor U.S. Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. (b) Each Foreign Obligor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party that is a Foreign Subsidiary becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 1a(18)(A)(v)(II) shall remain in full force and effect until the Foreign Subsidiary Secured Obligations have been indefeasibly paid and performed in full. Each Foreign Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party that is a Foreign Subsidiary for all purposes of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Obligations and Obligations arising under any Agreements or Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of Agreements as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably arrangements satisfactory to the applicable L/C Issuer has Cash Management Bank or Hedge Bank shall have been put made and (3) Letters of Credit that have been Cash Collateralized) and all the obligations of the Guarantors under this Guaranty shall have been paid in place)full in cash and the Revolving Credit Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty its Guarantee and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article VII voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 7.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement)performed in full, the Revolving Commitments shall have terminated and no Letter all Letters of Credit remains outstanding (except any Letter shall have expired or been cancelled or cash collateralized in accordance with the terms of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)this Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 7.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (cc) Section 8.01(d) of the Credit Agreement is hereby amended by adding immediately after the phrase “contained in Section”, the following: “3.22(d),” (dd) Section 8.02 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding the foregoing, no payment from any Guarantor shall be used to pay Excluded Swap Obligations of such Guarantor.” (ee) Section 9.09 of the Credit Agreement is hereby amended by adding the following new paragraph to the end thereof: “Each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Borrower and its Affiliates, on the one hand, and the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank and the Lenders, on the other hand, and Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and (iii) none of the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Arranger or any Lender has advised or is currently advising Borrower or any of its Affiliates on other matters).” (ff) Section 10.02(b) of the Credit Agreement is hereby amended by (A) removing the “or” at the end of clause (xv) of such Section 10.02(b), (B) replacing the period at the end of clause (xvi) thereof with “;” and (C) adding, immediately following clause (xvi), new clauses (xvii) and (xviii) thereto, which shall state: “(xvii) extend any Delayed Draw Term Loan Commitment beyond the last day of the Delayed Draw Commitment Period, without the written consent of each Delayed Draw Term Loan Lender; or (xviii) expressly change or waive any condition precedent in Section 4.03 to any Borrowing of Delayed Draw Term Loans, without the written consent of each Delayed Draw Term Loan Lender;” (gg) Section 10.04 of the Credit Agreement is hereby amended by: (i) in clause (d) thereof, adding the following sentence to the end thereof: “No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.”; and (ii) adding the following new clause after clause (g) thereof: “

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Pages Follow]

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.25, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 12.25 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.25 constitute, and this Section 11.11 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange Act.CEA . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: Name: Title: FUNKO HOLDINGS LLC By: Name: Title: FUNKO, LLC By: Name: Title: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS ASRS HOLDINGS LLC By: Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By : Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: Name: Title: Lender Revolving Loan Commitment Term Loan A Initial Term Loan Amount as of the Amendment No. 1 Effective Date Amendment No. 3 Effective Date First Amendment Term Loan B Commitment Total PNC Bank, National Association $ 50,000,000.00 80,000,000.00 $ 0— $ 0— $ 50,000,000.0080,000,000.00 Cerberus ASRS Funding LLC $ 0— $ 51,886,068.2249,543,413.58 $ 0— $ 51,886,068.2249,543,413.58 Cerberus AUS Levered HoldingsII LP $ 0— $ 5,099,026.017,642,142.55 $ 0— $ 5,099,026.017,642,142.55 Cerberus AUSFSBA Levered II LPLLC $ 0— $ 2,694,272.093,232,594.04 $ 0— $ 2,694,272.093,232,594.04 Cerberus ICQ Levered LLC $ 0— $ 9,322,984.1010,593,381.71 $ 0— $ 9,322,984.1010,593,381.71 Cerberus KRS Levered LLC $ 0— $ 5,150,466.455,780,306.45 $ 0— $ 5,150,466.455,780,306.45 Cerberus Loan Funding XV L.P. $ 0— $ 7,527,259.8112,208,525.04 $ 0— $ 7,527,259.8112,208,525.04 Cerberus Loan Funding XVI LP $ — $ 10,397,176.04 $ — $ 10,397,176.04 Cerberus Loan Funding XVII, Ltd. $ — $ 7,362,905.68 $ — $ 7,362,905.68 Cerberus N-1 Funding LLC $ 0— $ 17,018,550.4118,469,780.73 $ 0— $ 17,018,550.4118,469,780.73 Cerberus Onshore Levered III LLC $ — $ 7,994,359.75 $ — $ 7,994,359.75 Cerberus PSERS Levered LLC $ 0— $ 22,195,192.5014,742,560.95 $ 0— $ 22,195,192.5014,742,560.95 Cerberus SWC Levered, L.P. LP $ 0— $ 11,560,466.1311,336,244.19 $ 0— $ 11,560,466.1311,336,244.19 Cerberus ICQ Levered Loan Opportunities Fund III, L.P. $ 0— $ 0— $ 9,158,902.435,301,932.79 $ 9,158,902.435,301,932.79 Cerberus NJ Credit KRS Levered Loan Opportunities Fund, L.P. $ 0— $ 0— $ 2,040,800.06776,097.23 $ 2,040,800.06776,097.23 Cerberus ASRS Holdings LLC $ 0 $ 0 $ 6,904,511.10 $ 6,904,511.10 Cerberus ICQ Levered Loan Opportunities Fund III, L.P. $ 0— $ 0— $ 7,193,073.079,060,382.94 $ 7,193,073.079,060,382.94 Cerberus KRS Levered Loan NJ Credit Opportunities Fund, L.P. $ 0— $ 0— $ 836,037.341,886,550.89 $ 836,037.341,886,550.89 Cerberus PSERS Levered Loan Opportunities Fund, L.P. $ 0— $ 0— $ 3,866,676.004,765,255.40 $ 3,866,676.004,765,255.40 Fortress Credit Opportunities III CLO LP $ 0 — $ 10,745,877.29 15,440,476.87 $ 5,000,000.006,361,685.67 $ 15,745,877.2921,802,162.54 Fortress Credit Opportunities V CLO Limited $ 0— $ 9,811,428.5818,446,570.02 $ 9,000,000.002,000,000.00 $ 18,811,428.58 20,446,570.02 Fortress Credit Opportunities VII CLO Limited $ 0— $ 9,811,428.5815,504,756.74 $ 6,000,000.005,000,000.00 $ 15,811,428.58 20,504,756.74 Fortress Credit Opportunities VI CLO Limited $ 0— $ 4,952,408.434,856,353.60 $ 0— $ 4,952,408.434,856,353.60 Fortress Credit FundingFund V LP $ 0— $ 3,924,571.403,848,452.06 $ 0— $ 3,924,571.403,848,452.06 TotalsTotal $ 50,000,000.0080,000,000.00 $ 171,700,000.00217,400,000.00 $ 50,000,00050,000,000.00 $ 271,700,000.00267,400,000.00 1. Security Agreement 2. Trademark Security Agreement

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Guarantee Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1126, or otherwise under this GuaranteeGuarantee Agreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 26 shall remain in full force and effect until payment in full in cash of all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations contingent indemnity obligations that are not due and Obligations arising under payable, any Secured Hedge Agreement), Bank Products Obligations or any obligations under Designated Credit Lines and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized or for as to which a backstop letter of credit reasonably other arrangements reasonable satisfactory to the Agent and the applicable L/C Issuer has have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 26 constitute, and this Section 11.11 26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (Obligations; provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 16 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1116, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 16 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Cash Management Obligations contingent, unasserted indemnification obligations and Obligations arising obligations and liabilities under any Secured Hedge AgreementTreasury Services Agreements and Swap Contracts not due and payable), and no Letter the expiration or termination of all Letters of Credit remains outstanding (except any Letter other than Letters of Credit the Outstanding Amount of which the Obligations related thereto has been that are Cash Collateralized or for which back-stopped by a backstop letter of credit in form, amount and substance reasonably satisfactory to the applicable L/C Issuer has been put in place)Issuer) and the termination of Commitments. Each Qualified ECP Guarantor intends that this Section 11.11 16 constitute, and this Section 11.11 16 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Guaranty, a Guarantor shall qualify as a “Qualified ECP Guarantor” with respect to any Swap Obligation, if it has total assets exceeding $10,000,000 at the time its guarantee thereof becomes effective with respect to such Swap Obligation or if such Guarantor otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1119, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Payment in Full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 19 constitute, and this Section 11.11 19 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer and Secretary By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Financial Officer and Secretary SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of June 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by [ ] and [ ], (the “Guarantors”) and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of June 19, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Jagged Peak Energy LC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, ▇▇▇▇▇ Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it by all requisite corporate, limited liability company or partnership action and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect. SECTION 5. This Supplement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the New Guarantor at the address set forth on the signature page to this Supplement. Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction. SECTION 6. The parties hereto hereby agree that any suit or proceeding arising in respect of this Supplement, or any of the matters contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplement in any court referred to in this Section 6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 7. THE NEW GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 8. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement.

Keepwell. Each (a) The Borrower and each Restricted Subsidiary that is a Qualified ECP Guarantor Credit Party hereby jointly and severally guarantees the payment and performance of all Obligations of the Borrower and each Restricted Subsidiary (other than the Borrower or such Restricted Subsidiary, as applicable) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Benefiting Restricted Person in order for such Benefiting Restricted Person to honor all of its obligations under this Guaranty in any Security Document including obligations with respect of Swap Obligations to Secured Hedging Contracts (provided, however, that each Qualified ECP Guarantor the Borrower or a Restricted Subsidiary shall only be liable under this Section 11.11 6.22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.22, or otherwise under this GuaranteeAgreement or any Loan Document, as it relates to such Benefiting Restricted Person, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower and the Restricted Subsidiaries under this Section 11.11 6.22 shall remain in full force and effect until all Commitments hereunder have terminatedObligations are paid in full to the Lenders, the Administrative Agent and all Issuers, and all Loans or of the Lenders’ Commitments are terminated. The Borrower and the other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends Restricted Subsidiaries intend that this Section 11.11 6.22 constitute, and this Section 11.11 6.22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Benefiting Restricted Person for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by the Borrower or any Restricted Subsidiary, or secured by the grant of any Lien by the Borrower any Restricted Subsidiary under any Security Instrument, shall exclude all Excluded Obligations in respect of a Hedging Contract with respect to the Borrower or such Restricted Subsidiary.

Keepwell. Each Qualified ECP Guarantor Contributing Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty or the other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 11.11 30 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1130, or otherwise under this Guarantee, the Guaranty or the other Loan Documents voidable under applicable Law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 11.11 30 shall remain in full force and effect until all Commitments hereunder have terminateda discharge of the obligations of Guarantor under this Guaranty if such Qualified ECP Contributing Party is Guarantor, and all Loans or of the other Obligations hereunder which are accrued and payable have been paid or satisfied Loan Parties (other than Cash Management Obligations Borrower and Obligations arising Guarantor) under any Secured the Loan Documents to which they are a party if such Qualified ECP Contributing Party is one of such other Loan Parties, or of Borrower under the Term Loan Agreement and the other Loan Documents and the Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit Documents if such Qualified ECP Contributing Party is the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 11.11 30 constitute, and this Section 11.11 30 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of Section 30 of this Guaranty, the term “Qualified ECP Contributing Party” means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (Obligations; provided, however, that each in the event that in any action or proceeding involving any state, federal, provincial, territorial or foreign corporate law, or any state, federal, provincial, territorial or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, the obligations of any Qualified ECP Guarantor shall only be liable under this Section 11.11 for 11.24 shall be held or determined to be void, avoidable, invalid or unenforceable (including because of Section 548 of the maximum Bankruptcy Code or any applicable Insolvency Laws or any applicable state, provincial, territorial or federal Law relating to fraudulent conveyances or transfers, preferences or transfers at an undervalue), then, notwithstanding any other provision of this Section 11.24 to the contrary, the amount of such liability that can be hereby incurred without rendering its obligations of such Qualified ECP Guarantor under this Section 11.1111.24 shall, without any further action by any Loan Party, the Administrative Agent or otherwise under this Guaranteeany Secured Party, voidable under applicable Law relating be automatically limited and reduced to fraudulent conveyance or fraudulent transfer, the highest amount that is valid and not for any greater amount)enforceable. The obligations of each Qualified ECP Guarantor under this Section 11.11 11.24 shall remain in full force and effect until all the termination of the Commitments hereunder have terminated, and Dollar Working Capital Facility Uncommitted Tranche Portions and payment in full of the Loans and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 11.24 constitute, and this Section 11.11 11.24 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid and performed in full in accordance with the terms hereof and the other Credit Documents and the Aggregate Revolving Commitments shall have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. It is understood and agreed that the Canadian Borrower shall only be obligated to repay the Canadian Obligations.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guarantee under the Guarantee and Collateral Agreement is entered into by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or at the time any such Specified Loan Party grants a security interest under the Loan Documents, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, the Guarantee and Collateral Agreement voidable under the Bankruptcy Code of the United States (or similar debtor relief laws of the United States or other applicable Law relating to fraudulent conveyance or fraudulent transferjurisdictions), and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder such time as the Obligations (other than (a) contingent indemnification obligations for which no claims have terminatedbeen made, and all Loans or other Obligations hereunder which are accrued and payable (b) the Designated Obligations) have been paid in full, the Commitments have expired or satisfied terminated and all Letters of Credit and FCIs shall have expired (other than Cash Management Obligations and Obligations arising under without any Secured Hedge Agreementpending drawing) or terminated (or been fully cash collateralized or otherwise supported in a manner consistent with the terms of Section 2.5(j) or Section 2.6(m)(iv), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeas applicable). Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.25, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 12.25 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.25 constitute, and this Section 11.11 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: Name: Title: FUNKO HOLDINGS LLC By: Name: Title: FUNKO, LLC By: Name: Title: COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS ASRS HOLDINGS LLC By: Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: Name: Title LENDERS AND LENDERS’ COMMITMENTS1 Lender Revolving Loan Commitment Term Loan A Amount Outstanding as of the Amendment No. 67 Effective Date Term Loan B Amount Outstanding as of the Amendment No. 67 Effective Date Total PNC Bank, National Association $ 100,000,000.00 — — $ 100,000,000.00 Cerberus ASRS Funding LLC — $ 50,986,885.7549,180,307.82 $ 5,133,452.76 — $ 56,120,338.5149,180,307.82 Cerberus AUS Levered Holdings LP — $ 579,499.684 61,443.56 $ 584,540.90 — $ 1,164,040.58461,443.56 Cerberus AUS Levered II LP — $ 7,421,827.097,758,321.63 — $ 7,421,827.097,758,321.63 Cerberus FSBAICQ Levered LLC — $ 3,352,322.948,959,447.46 $ 3,090,176.33 — $ 6,442,499.278,959,447.46 Cerberus ICQ Offshore Levered LLCLP — $ 9,051,630.921,363,711.84 $ 2,387,979.67 — $ 11,439,610.591,363,711.84 Cerberus ICQ Levered Loan Opportunities Fund,Funding XV L.P. — -$ 11,735,815.85 $ 1,363,430.14 — $ 1,363,430.1411,735,815.85 Cerberus ICQ Offshore Levered ▇.▇.▇▇▇▇ Funding XVI LP — $ 1,085,158.139,994,601.56 $ 772,684.05 — $ 1,857,842.189,994,601.56 Cerberus KRS Levered LLCLoan Funding XVII, Ltd. — $ 5,870,862.737,077,816.94 $ 549,131.60 — $ 6,419,994.337,077,816.94 Cerberus Loan Funding XVXVIII L.P. — $ 11,856,565.276,126,610.62 — $ 11,856,565.276,126,610.62 Cerberus Loan Funding XVI LPXIX L.P. — $ 10,097,435.686,714,461.04 — $ 10,097,435.686,714,461.04 Cerberus Loan Funding XVII, LtdXX L.P. — $ 7,150,640.365,683,912.85 $ 2,282,216.97 — $ 9,432,857.335,683,912.85

Keepwell. Each In addition to and not in derogation of any other obligation of any Loan Party under this Agreement or any other Loan Document, each Loan Party constituting a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally absolutely and irrevocably undertakes to provide and guarantees such funds or other support to each other Loan Party as may be needed by such Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty in any Loan Document including obligations with respect of to Swap Obligations (providedthat would, however, that each Qualified ECP Guarantor shall only be liable under in the absence of the agreement in this Section 11.11 for 9.23, otherwise constitute Excluded Swap Obligations as to such other Loan Party (but in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 9.23 or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to such other Loan Parties, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The guarantees, obligations and undertakings of each the Loan Parties constituting Qualified ECP Guarantor Guarantors under this Section 11.11 9.23 shall remain in full force and effect until all Commitments hereunder obligations under any Loan Document have terminated, been indefeasibly paid and performed in full and all Loans Commitments have expired or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends The Loan Parties intend that this Section 11.11 9.23 constitute, and this Section 11.11 9.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (H) The definitions of “Hedge Agreement”, “Material Accounts”, “Obligations”, and “Secured Obligations” in Subsection 10.1 of the Credit Agreement are hereby amended and restated in their entirety as set forth below:

Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest or lien under any Loan Document, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 24 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 24, (a) “Qualified ECP Guarantor” shall mean, at any time, each Loan Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange ActAct and (b) “Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 24). Section 25. GOVERNING LAW; JURISDICTION; ETC.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider (as defined below) hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 11.11 12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112, or otherwise under this Guaranteeguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 11.11 12 shall remain in full force and effect until the expiration or termination of the Commitments and until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied obligations of the Borrowers under the Loan Documents (other than Cash Management Obligations any contingent indemnification or similar obligations not yet due and Obligations arising under payable) are paid in full and all Letters of Credit (other than any Secured Hedge Agreement), and no Supported Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has Credit) have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 12 constitute, and this Section 11.11 12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes hereof, “Qualified Keepwell Provider” means, in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Americas 90346382 (2K) Americas 90346382 (2K)

Keepwell. Each Qualified ECP The Parent Guarantor hereby jointly will, and severally absolutelywill cause the Borrower and each Guarantor to, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party the Borrower or any Guarantor, as applicable, to honor all of its obligations under this Guaranty Agreement and any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 8.17 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.17, or otherwise under this GuaranteeAgreement or any other Loan Document, as it relates to the Borrower, any Restricted Subsidiary or any Guarantor, as applicable, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and each Qualified ECP Guarantor under this Section 11.11 8.17 shall remain in full force and effect until all the Commitments hereunder have terminated, expired or terminated and the principal of and interest on each Loan and all Loans or fees payable hereunder and all other Obligations hereunder which are accrued and amounts payable under the Loan Documents have been paid or satisfied (other than Cash Management Obligations in full and Obligations arising under any Secured Hedge Agreement), and no Letter all Letters of Credit remains outstanding have expired or terminated (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has or been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has collateralized in accordance with this Agreement) and all LC Disbursements shall have been put in place)reimbursed. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 8.17 constitute, and this Section 11.11 8.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party the Borrower and any Guarantor, as applicable, for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For the avoidance of doubt, the provision of such funds or other support as contemplated by this Section 8.17 shall in no event constitute Debt or Secured Obligations and, notwithstanding anything to the contrary in this Agreement or any other Loan Document, is in all respects permitted hereunder and thereunder.

Keepwell. Each Qualified ECP Guarantor Contributing Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty or the other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 11.11 30 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1130, or otherwise under this Guarantee, the Guaranty or the other Loan Documents voidable under applicable Law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 11.11 30 shall remain in full force and effect until all Commitments hereunder have terminateda discharge of the obligations of Guarantors under this Guaranty if such Qualified ECP Contributing Party is a Guarantor, or of Borrower under the Term Loan Agreement and all Loans or the other Obligations hereunder which are accrued Loan Documents and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured the Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit Documents if such Qualified ECP Contributing Party is the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 11.11 30 constitute, and this Section 11.11 30 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of Section 30 of this Guaranty, the term “Qualified ECP Contributing Party” means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Springing Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Grantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under this Guaranty Agreement in respect of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.02 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 2.02 or otherwise under this Guarantee, Agreement voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 2.02 shall remain in full force and effect until the indefeasible payment in full in cash of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any the Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 2.02 constitute, and this Section 11.11 2.02 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act. For purposes hereof, “Qualified ECP Guarantor” means, in respect of any Specified Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the grant of the relevant security interest becomes or would become effective with respect to such Specified Swap Obligation and each other Loan Party that constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by guaranteeing or entering into a keepwell in respect of obligations of such other person under Section la(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations obligations pursuant to such Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 3.6, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guarantied Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedge Agreement, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such obligations pursuant to such Hedge Agreement or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Guarantor”) or the grant of a security interest under the Loan Documents by any such Specified Guarantor, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or such time as the Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Revolving Commitment has expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (t) A new clause (d) is added to Section 5.02 of the Credit Agreement to read as follows:

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time of the Subsidiary Guaranty or the grant of a security interest under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Rate Management Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Rate Management Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this its Subsidiary Guaranty and the other Loan Documents in respect of Swap Obligations such Rate Management Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 12.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 12.20 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 12.20 to constitute, and this Section 11.11 12.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 20. Modification of Section 14.6.5 (Conditions to Effectiveness of Increase Request) of the Existing Credit Agreement. Section 14.6.5 (Conditions to Effectiveness of Increase Request) of the Existing Credit Agreement is hereby amended by (i) deleting the "." at the end of subsection (g) thereof, (ii) inserting a “; and” thereafter and (iii) adding the following as a new subsection (h) thereof:

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. ​ ​ ​ ​ ​ ​ “BORROWER” ​ ​ ​ Alpine Income Property OP, LP, a Delaware limited partnership ​ ​ ​ ​ ​ ​ By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner ​ ​ ​ ​ ​ ​ ​ By: Alpine Income Property Trust, Inc., a Maryland corporation, its sole member ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By ​ ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ ​ ​ ​ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ “GUARANTORS” ​ Alpine Income Property Trust, Inc., ​ a Maryland corporation ​ ​ ​ ​ ​ By: ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ ​ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ ​ ​ ​ ​ ​ “Material Subsidiaries” ​ ​ ​ ​ Indigo ▇▇▇▇▇ LLC ​ ​ ​ ​ By: Alpine Income Property OP, LP, a Delaware limited partnership, its member ​ ​ ​ ​ ​ By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner, ​ ​ ​ ​ ​ ​ ​ By: Alpine Income Property Trust, Inc., a Maryland corporation, its sole member ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ ​ ​ ​ ​ Title: Senior Vice President, Chief Financial Officer, and Treasurer ​ ​ ​ ​ ​ ​ ​ ​ CTO19 ▇▇▇▇ WI LLC, ​ CTO17 BRANDON FL LLC, ​ CTO19 ALBANY GA LLC, ​ PINE20 ▇▇▇▇▇▇▇▇ LLC, ​ PINE20 HURST TX LLC, ​ PINE20 TULSA LLC, ​ PINE20 HIGHLAND KY LLC, ​ PINE20 TYN LLC, ​ PINE20 ARDEN NC LLC, ​ PINE20 ▇▇▇▇▇▇ LLC, ​ PINE20 ▇▇▇▇▇▇▇ LLC, ​ PINE20 CHAZY LLC, ​ PINE20 ▇▇▇▇▇▇▇ LLC, ​ PINE20 HARRISVILLE LLC, ​ PINE20 HEUVELTON LLC, ​ PINE20 ▇▇▇▇▇▇ MI LLC, ​ PINE20 LIMESTONE LLC, ​ PINE20 MILFORD LLC, ​ PINE20 NEWTONSVILLE LLC, ​ PINE20 ODESSA LLC ​ ​ ​ By: Alpine Income Property OP, LP, a Delaware limited partnership, its Manager ​ ​ ​ ​ ​ By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner, ​ ​ ​ ​ ​ ​ ​ By: Alpine Income Property Trust, Inc., a Maryland corporation, its sole member ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ ​ ​ ​ ​ Title: Senior Vice President, Chief Financial Officer, and Treasurer ​ ​ ​ ​ ​ ​ ​ ​ CTO16 RENO LLC, ​ CTLC18 LYNN MA LLC, ​ CTO19 BIRMINGHAM LLC, ​ PINE19 ALPHARETTA GA LLC, ​ PINE20 SALEM LLC, ​ PINE20 SEVERN LLC, ​ PINE20 SOMERVILLE LLC, ​ PINE20 ▇▇▇▇▇▇ LLC, ​ PINE20 WINTHROP LLC, ​ PINE20 ▇▇▇▇▇▇ LLC, ​ PINE20 TACOMA LLC, ​ PINE20 CUT & SHOOT LLC, ​ PINE20 DEL RIO LLC, ​ PINE20 SEGUIN LLC, ​ PINE21 ACQUISITIONS II LLC, ​ PINE21 ACQUISITIONS III LLC, ​ PINE21 ACQUISITIONS IV LLC, ​ PINE21 ACQUISITIONS V LLC, ​ PINE21 ACQUISITIONS VI LLC, ​ PINE21 ACQUISITIONS VIII LLC, ​ PINE21 ACQUISITIONS X LLC, ​ PINE MEX OH, LLC ​ PINE MEX OH 2, LLC ​ By: Alpine Income Property OP, LP, a Delaware limited partnership, its Manager ​ ​ ​ ​ ​ By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner, ​ ​ ​ ​ ​ ​ ​ By: Alpine Income Property Trust, Inc., a Maryland corporation, its sole member ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ ​ ​ ​ ​ Title: Senior Vice President, Chief Financial Officer, and Treasurer ​ ​ ​ ​ ​ ​ ​ ​ ​ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC, ​ PINE21 ACQUISITIONS VII LLC, ​ PINE21 HOUSTON EAST LLC, ​ PINE21 HOUSTON WEST LLC, ​ PINE21 SPORTS LLC, ​ PINE22 CAESAR LLC, ​ PINE22 MAPLE LLC, ​ PINE22 WASH MO LLC ​ ​ ​ By: Alpine Income Property OP, LP, a Delaware limited partnership, its Manager ​ ​ ​ ​ ​ By: Alpine Income Property GP, LLC, a Delaware limited liability company, its General Partner, ​ ​ ​ ​ ​ ​ ​ By: Alpine Income Property Trust, Inc., a Maryland corporation, its sole member ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ By: ​ ​ ​ ​ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ​ ​ ​ ​ Name: ▇▇▇▇▇▇ ▇▇▇▇ ​ ​ ​ ​ Title: Senior Vice President, Chief Financial Officer, and Treasurer ​ ​ ​ ​

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 22 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1122, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising the Commitments and all Facility LCs issued under any Secured Hedge Agreement)the Credit Agreement shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit all Facility LCs, are fully collateralized on terms reasonably satisfactory acceptable to the applicable L/C Issuer has been put in place)Administrative Agent. Each Qualified ECP Guarantor intends that this Section 11.11 22 constitute, and this Section 11.11 22 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put discharged in place)accordance with Section 13.3. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. ​ ​ This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written."Signature Page" \l 4 CTO REALTY GROWTH, INC., a Maryland corporation ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ BANK OF MONTREAL, as L/C Issuer and as Administrative Agent ​ ​ ​ BANK OF MONTREAL, as a Lender and Swing Line Lender ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ TRUIST BANK, as a Lender ​ ​ By ​ ​​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ THE HUNTINGTON NATIONAL BANK, as a Lender ​ ​ ​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ ▇▇▇▇▇ Fargo Bank, National Association, as a Lender ​ ​ By ​ ​​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ KEYBANK, NATIONAL ASSOCIATION, as a ​ ​ By ​ ​​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ PNC BANK, NATIONAL ASSOCIATION, as a ​ ​ By ​ ​​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, as a Lender ​ ​ By ​ ​​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ SYNOVUS BANK, as a Lender ​ ​ By ​ ​​ ​ Name: ​ ​ Title: ​ ​ ​ [Signature Page Second Amended and Restated Credit Agreement] ​ ​ LHC15 RIVERSIDE FL LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its sole manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ INDIGO GROUP INC., a Florida corporation ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO18 ALBUQUERQUE NM LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer [Signature Page Second Amended and Restated Credit Agreement, RELEASE AND JOINDER] CTO Realty Growth, Inc.] ​ ​ INDIGO GROUP LTD., a Florida limited partnership ​ By: Indigo Group, Inc., a Florida corporation, its General Partner ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO19 STRAND JAX LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ DAYTONA JV LLC, a Florida limited liability company ​ By: LHC15 Atlantic DB JV LLC, a Delaware limited liability company, its sole manager ​ By: CTO Realty Growth, Inc., a Maryland corporation, its sole member ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer [Signature Page Second Amended and Restated Credit Agreement, RELEASE AND JOINDER] CTO Realty Growth, Inc.] ​ ​ CTO20 CROSSROADS AZ LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ IGI20 CROSSROADS AZ LLC, a Delaware limited liability company ​ By: Indigo Group Inc., a Florida corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO20 PERIMETER LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its sole manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer [Signature Page Second Amended and Restated Credit Agreement, RELEASE AND JOINDER] CTO Realty Growth, Inc.] ​ ​ CTO20 PERIMETER II LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its sole manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO21 ACQUISITIONS LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer CTO Realty Growth, Inc.] ​ ​ CTO21 ACQUISITIONS II LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO21 AL OUTPARCEL LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO21 APEX LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ CTO Realty Growth, Inc.] ​ ​ CTO21 SANTA FE LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO21 ▇▇▇▇▇▇ 1 LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer ​ ​ CTO22 MADISON YARDS LLC, a Delaware limited liability company ​ By: CTO Realty Growth, Inc., a Maryland corporation, its manager ​ ​ By: ​ ​ Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer CTO Realty Growth, Inc.] ​ ​ IGI 21 Katy LLC, a Delaware limited liability company By: Indigo Group, Inc., a Florida corporation, its manager Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial Officer and Treasurer By: CTO Realty Growth, Inc., a Maryland corporation, its manager Name: ▇▇▇▇▇▇▇ ▇. PartridgePhilip ▇▇▇▇ Title: Senior Vice President, Chief Financial ​ Officer and Treasurer [Signature Page TO Second Amended and Restated Credit Agreement– ] CTO Realty Growth, Inc.] ​ ​

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 11.12 shall remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements and no Letter Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of Credit remains outstanding (except any Letter all Letters of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Credit. Each Qualified ECP Guarantor intends that this Section 11.11 11.12 constitute, and this Section 11.11 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 11.13 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 210 1002217597 1001820109v3

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan ADVA Credit Party to honor all of its obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.11, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all the Payment in Full of the Guaranteed Obligations by the German Borrower (or by any ADVA Subsidiary Guarantor or ADVA Subsidiary Guarantors following the exercise of remedies pursuant to Section 10.2 of the Credit Agreement) and the termination of the Revolving Credit Commitments hereunder have terminated, and all Loans under the German Borrower Sublimit pursuant to Section 2.5(a) of the Credit Agreement (or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge pursuant to Section 10.2(a) of the Credit Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan ADVA Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each ADVA Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Agreement or the grant of the security interest hereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty Agreement and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, other than to the extent that each Qualified ECP Guarantor shall such Loan Party is a primary obligor with respect to such Swap Obligation and only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 2 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 2.8 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied in full (other than Borrower Hedge Agreement Obligations, Borrower Cash Management Obligations and Obligations arising under any Secured Hedge Agreementcontingent or indemnification obligations not then due), and no Letter of Credit remains outstanding (except any Letter of Credit but shall be subject to reinstatement on the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put same terms as those set forth in place)Section 2.6. Each Qualified ECP Guarantor intends that this Section 11.11 2.8 to constitute, and this Section 11.11 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor hereby Loan Party, jointly and severally severally, hereby absolutely, unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non Qualifying Party’s obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall Loan Party will only be liable under this Section 11.11 4.29 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.29, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law, including applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 shall 4.29 will remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 4.29 constitute, and this Section 11.11 shall be 4.29 is deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA. Borrower, Agent and Lenders hereby acknowledge that as of the date hereof there are no Swap Obligations guaranteed in accordance with the foregoing and agree that if Borrower enters into any Interest Rate Hedge that creates Swap Obligations in the future, then at Borrower’s request, Agent and Lenders shall consider amendments to the foregoing proposed by Borrower.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than (1) contingent indemnification obligations, (2) Secured Cash Management Obligations and Obligations arising under any or Secured Hedge Agreement), Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made and no Letter (3) Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have either been Cash Collateralized or for as to which a backstop letter of credit reasonably arrangements satisfactory to the applicable L/C Issuer has Issuing Lender have been put made) shall have been paid in place)full in cash and the Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 119380723_3

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Borrower Party to honor all of its obligations under this Guaranty Agreement and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Bankruptcy Laws and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or of the Credit Agreement Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations not then due) shall have been paid in full in cash, all Letters of Credit have been terminated or satisfied expired (other than or been Cash Management Obligations and Obligations arising under any Secured Hedge AgreementCollateralized), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Borrower Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Borrower Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding the foregoing, no Foreign Borrower or Foreign Borrower Subsidiary shall have any obligation under this Section 12.23 to provide funds or other support as may be needed from time to time by any Borrower Party that is a U.S. Person to honor any of such U.S. Person’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations.

Keepwell. (a) Each Qualified ECP U.S. Obligations Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other U.S. Loan Party and each U.S. Restricted Subsidiary that has executed a Guarantee, as the case may be, to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP U.S. Obligations Guarantor shall only be liable under this Section 11.11 4.16(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.114.16(a), or otherwise under this Agreement, as it relates to such other U.S. Loan Party or U.S. Restricted Subsidiary that has executed a Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP U.S. Obligations Guarantor under this Section 11.11 4.16(a) shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the termination of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory this Agreement pursuant to the applicable L/C Issuer has been put in placeSection 4.12(a). Each Qualified ECP U.S. Obligations Guarantor intends that this Section 11.11 4.16(a) constitute, and this Section 11.11 4.16(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each other Restricted Subsidiary that has executed a Guarantee for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Each Qualified ECP English Obligations Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other English Loan Party and each English Restricted Subsidiary that has executed a Guarantee, as the case may be, to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP English Obligations Guarantor shall only be liable under this Section 4.16(b) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.16(b), or otherwise under this Agreement, as it relates to such other English Loan Party or English Restricted Subsidiary that has executed a Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP English Obligations Guarantor under this Section 4.16(b) shall remain in full force and effect until the termination of this Agreement pursuant to Section 4.12(a). Each Qualified ECP English Obligations Guarantor intends that this Section 4.16(b) constitute, and this Section 4.16(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each other Restricted Subsidiary that has executed a Guarantee for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations obligations pursuant to such Hedge Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 3.5, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Guarantied Obligations and all Loans or other Obligations hereunder which are accrued and payable the obligations of the Guarantors shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Commitments terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedge Agreement, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such obligations pursuant to such Hedge Agreement or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Eligible Contract Participant Guarantor (as defined below) at the time the guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of a security interest to secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Eligible Contract Participant Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put Payment in place)Full. Each Qualified ECP Eligible Contract Participant Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Party Specified Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof (i) “Qualified Eligible Contract Participant Guarantor” shall mean, at any time, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct and (ii) “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22).

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all of the Guaranteed Obligations and all the obligations of the Guarantors (other than, in each case contingent obligations not then due) shall have been paid in full in cash, the Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the Letters of Credit remains outstanding terminated or expired (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been or Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeCollateralized). Each Qualified ECP Guarantor intends that this Section 11.11 2.12 constitute, and this Section 11.11 2.12 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this any Guaranty or any Lender Party Swap Agreement in respect of Swap Obligations (provided, however, provided that each Qualified ECP Guarantor the Borrower shall only be liable under this Section 11.11 5.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 5.23 or otherwise under this Guarantee, the Loan Documents voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor the Borrower under this Section 11.11 5.23 shall remain in full force and effect until all the Obligations have been repaid in full and the Commitments hereunder and this Agreement have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 5.23 constitute, and this Section 11.11 5.23 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (i) Section 7.02 is amended by adding the following new sentence immediately after clause (g) thereof: Notwithstanding the foregoing, amounts received from the Borrower or any other Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this paragraph, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause (c) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause (c) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause (c) above). (j) Schedule 2.01 (Commitment Amounts) of the Credit Agreement is amended in its entirety by substituting Schedule 2.01 hereto therefor.

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1121, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 21 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising under any Secured Hedge Agreement)the Commitments and all Facility LCs shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit all Facility LCs, are fully collateralized on terms reasonably satisfactory acceptable to the applicable L/C Issuer has been put in place)Administrative Agent. Each Qualified ECP Guarantor intends that this Section 11.11 21 constitute, and this Section 11.11 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Notwithstanding anything herein to the contrary, if a Guarantor or a counterparty under any swap makes a written representation to the Lenders in connection with this Guaranty, a swap, or any master agreement governing a swap to the effect that such Guarantor is or will be an “eligible contract participant” as defined in the Commodity Exchange Act on the date the Guaranty becomes effective with respect to such swap (this date shall be the date of the execution of the swap if the corresponding Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of such Guaranty

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Fully Satisfied. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (e) The last paragraph in Section 9.03 of the Credit Agreement is hereby amended to add the following sentence at the end of such paragraph to read as follows: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Keepwell. Each Without limiting anything in this Guaranty, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by to each other Loan Party Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under Guaranty becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under this Guaranty in respect of such Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 19 for the maximum amount of such liability that can be hereby incurred without rendering its obligations undertaking under this Section 11.1120, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor under this Section 11.11 20 shall remain in full force and effect until all termination of the Commitments hereunder have terminated, and payment in full of all Loans or and other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 20 constitute, and this Section 11.11 20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act. • Eligible Contract Participant. Notwithstanding anything to the contrary in any Loan Party for all purposes Document, no Guarantor shall be deemed under this Guaranty to be a guarantor of Section 1a(18)(A)(v)(IIany Swap Obligations if such Guarantor was not an “eligible contract participant” as defined in §1a(18) of the Commodity Exchange Act, at the time the guarantee under this Guaranty becomes effective with respect to such Swap Obligation and to the extent that the providing of such guarantee by such Guarantor would violate the Commodity Exchange Act; provided however that in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, the guarantee of the Obligations of such Guarantor under this Guaranty by a Guarantor that is also a Qualified ECP Guarantor shall be taken into account.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) becomes effective with respect to any Obligation under any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations such Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under any applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Obligations hereunder which are accrued and payable have been irrevocably paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party that would otherwise not constitute an Eligible Contract Participant for any Obligation under any Swap Contract for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. BORROWERS: SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership By: Sabra Health Care REIT, Inc., a Maryland corporation, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA CANADIAN HOLDINGS, LLC, a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer REIT GUARANTOR: SABRA HEALTH CARE REIT, INC., a Maryland corporation By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer GUARANTORS: BAY TREE NURSING CENTER, LLC, OAKHURST MANOR NURSING CENTER LLC, ORCHARD RIDGE NURSING CENTER LLC, SUNSET POINT NURSING CENTER LLC, and WEST BAY NURSING CENTER LLC, each a Massachusetts limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer C.H.P. LIMITED LIABILITY COMPANY, C.H.R. LIMITED LIABILITY COMPANY, and DJB REALTY L.L.C., each a New Hampshire limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer HHC 1998-I TRUST, a Massachusetts business trust By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: As Trustee and not individually SABRA CA HOLDCO, INC., a British Columbia corporation By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, CONNECTICUT HOLDINGS I, LLC, KENTUCKY HOLDINGS I, LLC, NEW HAMPSHIRE HOLDINGS, LLC, NORTHWEST HOLDINGS I, LLC, RESERVOIR REAL ESTATE HOLDINGS, LLC SABRA 1717 PREFERRED EQUITY, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PREFERRED EQUITY, LLC, SABRA BEAVERCREEK PREFERRED EQUITY, LLC, SABRA CALIFORNIA II, LLC, SABRA CLARKSVILLE PREFERRED EQUITY, LLC, SABRA CONNECTICUT II, LLC, SABRA DEERFIELD PREFERRED EQUITY, LLC, SABRA HAGERSTOWN, LLC, SABRA HEALTH CARE FRANKENMUTH, LLC, SABRA HEALTH CARE HOLDINGS I, LLC, SABRA HEALTH CARE HOLDINGS II, LLC, SABRA HEALTH CARE HOLDINGS III, LLC, SABRA HEALTH CARE HOLDINGS IV, LLC, SABRA HEALTH CARE HOLDINGS VI, LLC, SABRA HEALTH CARE NORTHEAST, LLC, SABRA HEALTH CARE PENNSYLVANIA, LLC, SABRA HEALTH CARE VIRGINIA, LLC, SABRA HEALTH CARE ▇▇▇▇▇▇▇▇ ▇▇, LLC, SABRA HEALTH CARE, L.L.C., SABRA HEALTH CARE DELAWARE, LLC, SABRA IDAHO, LLC, SABRA KENTUCKY, LLC, ▇▇▇▇▇ ▇▇▇▇ DRIVE, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ PREFERRED EQUITY, LLC, SABRA MCCORDSVILLE PREFERRED EQUITY, LLC, SABRA MICHIGAN, LLC, SABRA MONTANA, LLC, SABRA NEW BRAUNFELS PREFERRED EQUITY, LLC, SABRA NEW MEXICO, LLC, and SABRA NEW MEXICO II, LLC, each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA NORTH CAROLINA GP, LLC, SABRA OHIO, LLC, SABRA PHOENIX TRS VENTURE, LLC, SABRA PHOENIX TRS VENTURE II, LLC, SABRA PHOENIX WISCONSIN, LLC, and SABRA TRS HOLDINGS, LLC, each a Delaware limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA CANADIAN GP I INC., a British Columbia corporation By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SBRAREIT CANADIAN GP V INC., a Nova Scotia corporation By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA CANADIAN PROPERTIES I, LIMITED PARTNERSHIP, a British Columbia limited partnership By: SABRA CANADIAN GP I INC., a British Columbia corporation, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA COLORADO, LLC, a Nevada limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SBRAREIT CANADIAN PROPERTIES V, LIMITED PARTNERSHIP, an Alberta limited partnership By: SBRAREIT CANADIAN GP V INC., a Nova Scotia corporation, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA NORTH CAROLINA, L.P., a Delaware limited partnership By: SABRA NORTH CAROLINA GP, LLC, a Delaware limited liability company, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA TEXAS GP, LLC, and SABRA TEXAS HOLDINGS GP, LLC, each a Texas limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA TEXAS HOLDINGS, L.P., a Texas limited partnership By: SABRA TEXAS HOLDINGS GP, LLC, a Texas limited liability company, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA TEXAS PROPERTIES, L.P., SABRA TEXAS PROPERTIES II, L.P., SABRA TEXAS PROPERTIES III, L.P., and SABRA TEXAS PROPERTIES IV, L.P., each a Texas limited partnership By: SABRA TEXAS GP, LLC, a Texas limited liability company, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer ▇▇ ▇▇▇▇▇▇▇▇ CITY, LLC, a Georgia limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SB NEW MARTINSVILLE, LLC, a West Virginia limited liability company By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer SABRA HEALTH CARE INVESTMENTS, LP, a Delaware limited partnership By: SABRA PHOENIX TRS VENTURE, LLC, a Delaware limited liability company, its general partner By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Title: Chief Financial Officer BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: BANK OF AMERICA, N.A., as a Lender, a Swing Line Lender and an L/C Issuer By: Name: Title: CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender, a Swing Line Lender and an L/C Issuer By: Name: Title: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender, a Swing Line Lender and an L/C Issuer By: Name: Title: By: Name: Title: Lender Revolving Credit Facility Bank of America, N.A. $ 51,876,531.89 6.288064472 % $ 11,848,958.32 6.770833326 % $ 63,725,490.21 6.372549021 % Citizens Bank, National Association $ 51,876,531.86 6.288064468 % $ 11,848,958.33 6.770833331 % $ 63,725,490.19 6.372549019 % Crédit Agricole Corporate and Investment Bank $ 51,876,531.86 6.288064468 % $ 11,848,958.33 6.770833331 % $ 63,725,490.19 6.372549019% ▇▇▇▇▇ Fargo Bank N.A., Canadian Branch $ 51,876,531.86 6.288064468 % $ 11,848,958.33 6.770833331 % $ 63,725,490.19 6.372549019% BMO ▇▇▇▇▇▇, ▇.▇. $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% Bank of Tokyo-Mitsubishi UFJ, Ltd. $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% Barclays Bank PLC $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% Compass Bank $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% Citibank, N.A. $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% JPMorgan Chase Bank, N.A. $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% Sumitomo Mitsui Banking Corp. $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% SunTrust Bank $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.392156863% UBS AG, Stamford Branch $ 43,895,526.96 5.320669935 % $ 10,026,041.67 5.729166669 % $ 53,921,568.63 5.▇▇▇▇▇▇▇▇▇% The Bank of Nova Scotia $ 29,928,768.38 3.▇▇▇▇▇▇▇▇▇ % $ 6,835,937.50 3.906250000 % $ 36,764,705.88 3.676470588% Fifth Third Bank $ 29,928,768.38 3.627729501 % $ 6,835,937.50 3.906250000 % $ 36,764,705.88 3.676470588% Mizuho Bank, Ltd. $ 29,928,768.38 3.627729501 % $ 6,835,937.50 3.906250000 % $ 36,764,705.88 3.676470588% ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. $ 29,928,768.38 3.627729501 % $ 6,835,937.50 3.906250000 % $ 36,764,705.88 3.676470588% Bank of the West $ 21,947,763.48 2.660334967 % $ 5,013,020.83 2.864583331 % $ 26,960,784.31 2.696078431% Regions Bank $ 21,947,763.48 2.660334967 % $ 5,013,020.83 2.864583331 % $ 26,960,784.31 2.696078431% The Huntington National Bank $ 24,509,803.92 2.970885324 % $ 0.00 0.000000000 % $ 24,509,803.92 2.450980392% ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. $ 24,509,803.92 2.970885324 % $ 0.00 0.000000000 % $ 24,509,803.92 2.450980392% Stifel Bank & Trust $ 9,803,921.57 1.188354130 % $ 0.00 0.000000000 % $ 9,803,921.57 0.980392157% Lender Term A-1 Commitment Applicable Percentage Term A-2 Commitment Applicable Percentage Term A-3 Commitment Applicable Percentage Bank of America, N.A. $ 47,156,862.76 5.239651418 % CAD $8,463,541.68 6.770833344 % $ 12,745,098.03 6.372549015 % Citizens Bank, National Association $ 47,156,862.76 5.239651418 % CAD $8,463,541.67 6.770833336 % $ 12,745,098.03 6.372549015 % Crédit Agricole Corporate and Investment Bank $ 47,156,862.76 5.239651418 % CAD $8,463,541.67 6.770833336 % $ 12,745,098.03 6.372549015 % ▇▇▇▇▇ Fargo Bank, N.A., Canadian Branch $ 47,156,862.76 5.239651418 % CAD $8,463,541.67 6.770833336 % $ 12,745,098.03 6.372549015 % BMO ▇▇▇▇▇▇, ▇.▇. $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % Bank of Tokyo-Mitsubishi UFJ, Ltd. $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % Barclays Bank PLC $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % Compass Bank $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % Citibank, N.A. $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % JPMorgan Chase Bank, N.A. $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % Sumitomo Mitsui Banking Corp. $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % SunTrust Bank $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.392156865 % UBS AG, Stamford Branch $ 39,901.960.78 4.433551198 % CAD $7,161,458.33 5.729166664 % $ 10,784,313.73 5.▇▇▇▇▇▇▇▇▇ % The Bank of Nova Scotia $ 27,205,882.35 3.▇▇▇▇▇▇▇▇▇ % CAD $4,882,812.50 3.906250000 % $ 7,352,941.18 3.676470590 % Fifth Third Bank $ 27,205,882.35 3.022875817 % CAD $4,882,812.50 3.906250000 % $ 7,352,941.18 3.676470590 % Mizuho Bank, Ltd. $ 27,205,882.35 3.022875817 % CAD $4,882,812.50 3.906250000 % $ 7,352,941.18 3.676470590 % ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. $ 27,205,882.35 3.022875817 % CAD $4,882,812.50 3.906250000 % $ 7,352,941.18 3.676470590 % Bank of the West $ 19,950,980.39 2.216775599 % CAD $3,580,729.17 2.864583336 % $ 5,392,156.86 2.696078430 % Regions Bank $ 19,950,980.39 2.216775599 % CAD $3,580,729.17 2.864583336 % $ 5,392,156.86 2.696078430 % The Huntington National Bank $ 18,137,254.90 2.015250544 % CAD $0.00 0.000000000 % $ 4,901,960.78 2.450980390 % ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. $ 18,137,254.90 2.015250544 % CAD $0.00 0.000000000 % $ 4,901,960.78 2.450980390 % First Commercial Bank $ 25,000,000.00 2.777777778 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % Land Bank of Taiwan Co., Ltd. $ 25,000,000.00 2.777777778 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % Bank of Taiwan $ 20,000,000.00 2.222222222 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % CTBC Bank Co., Ltd. New York Branch $ 20,000,000.00 2.222222222 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % Stifel Bank & Trust $ 7,254,901.96 0.806100218 % CAD $0.00 0.000000000 % $ 1,960,784.31 0.980392155 % Mega International Commercial Bank Co., Ltd. $ 18,000,000.00 2.000000000 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % E. Sun Commercial Bank, Ltd. $ 15,000,000.00 1.666666667 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % Taiwan Business Bank, Ltd. $ 15,000,000.00 1.666666667 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % Taiwan Cooperative Bank, Seattle Branch $ 15,000,000.00 1.666666667 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % BOKF, NA dba Bank of Texas $ 7,000,000.00 0.777777778 % CAD $0.00 0.000000000 % $ 0.00 0.000000000 % ENTITY NAME ADDRESS STATE OF FORMATION STATES WHERE QUALIFIED AS OF THE CLOSING DATE FEIN ORGANIZATION IDENTIFICATION NUMBER SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE CA, MA **-******* 4822888 SABRA CANADIAN HOLDINGS, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE None **-******* 5740676 SABRA HEALTH CARE REIT, INC., a Maryland corporation ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 MD CA, MA **-******* C3322907 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE OH **-******* 3632489 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE OH **-******* 3632480 BAY TREE NURSING CENTER, LLC, a Massachusetts limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 MA FL **-******* 001037367 C.H.P. LIMITED LIABILITY COMPANY, a New Hampshire limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 NH None **-******* 263905 C.H.R. LIMITED LIABILITY COMPANY, a New Hampshire limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 NH None **-******* 263906 CONNECTICUT HOLDINGS I, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE CT **-******* 4132650 DJB REALTY L.L.C., a New Hampshire limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 NH None **-******* 266029 HHC 1998-1 TRUST, a Massachusetts business trust ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 MA CT **-******* T00581103 KENTUCKY HOLDINGS I, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE KY **-******* 3940783 NEW HAMPSHIRE HOLDINGS, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE NH **-******* 3877962 NORTHWEST HOLDINGS I, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE None **-******* 3632608 ENTITY NAME ADDRESS STATE OF FORMATION STATES WHERE QUALIFIED AS OF THE CLOSING DATE FEIN ORGANIZATION IDENTIFICATION NUMBER OAKHURST MANOR NURSING CENTER LLC, a Massachusetts limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 MA FL **-******* 000992162 ORCHARD RIDGE NURSING CENTER LLC, a Massachusetts limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 MA FL **-******* 000992161 RESERVOIR REAL ESTATE HOLDINGS, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE CT **-******* 4362209 SABRA 1717 PREFERRED EQUITY, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE None Disregarded 5843854 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PREFERRED EQUITY, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE None Disregarded 5548111 SABRA BEAVERCREEK PREFERRED EQUITY, LLC, a Delaware limited liability company ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 DE None Disregarded 5646172 SABRA CA HOLDCO, INC., a British Columbia corporation ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 550 Irvine, CA 92612 BC None **-******* BC1108068 SABRA CALIFORNIA II, LLC, a Delaware limited liability compa

Keepwell. Each Qualified ECP Guarantor party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its such other Loan Party’s (a) Swap Obligations and (b) obligations under this its Guaranty in including those with respect of to Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or the Obligations (other Obligations hereunder which are accrued and payable than contingent indemnification obligations that survive the termination of this Agreement) have been paid in full and the Commitments have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II1a(18)(A)(v)(ii) of the Commodity Exchange Act. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of Texas and/or of the United States or any other state of the United States): In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in Property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regimes if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in Property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regimes if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Keepwell. Each Obligor that is a Qualified ECP Guarantor at the time the Guaranty under the Loan Documents by any Grantor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under this Agreement by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under its obligations under this Section 11.11, or otherwise under this Guarantee, Guaranty voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 23 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Grantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. 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. OBLIGORS: ADTALEM GLOBAL EDUCATION INC. By: Name: Title: ▇▇▇▇▇▇ PROFESSIONAL DEVELOPMENT CORPORATION By: Name: Title: AGM ACQUISITION CORP. By: Name: Title: ALERT GLOBAL MEDIA, LLC By: Name: Title: ASSOCIATION OF CERTIFIED ANTI-MONEY LAUNDERING SPECIALISTS, LLC By: Name: Title: ▇▇▇▇▇▇▇▇▇▇▇ COLLEGE OF NURSING AND HEALTH SCIENCES, INC By: Name: Title: ▇▇▇▇▇▇▇▇▇▇▇ UNIVERSITY LLC By: Name: Title: ADTALEM GLOBAL HEALTH, INC. By: Name: Title: DOMINICA SERVICES INC. By: Name: Title: ▇▇▇▇ UNIVERSITY SERVICES, INC. By: Name: Title: INTERNATIONAL EDUCATION HOLDINGS, INC. By: Name: Title: Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent Name: Title: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following Equity Interests of ____________________________, a _______________________________________________corporation:

Keepwell. Each Qualified ECP Guarantor Domestic Loan Party that is an “eligible contract participant” under the Commodity Exchange Act (determined before giving effect to this Section 4.09) with total assets exceeding $10 million (or such other Domestic Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”) at the time the guarantee under this Article IV becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act as may be needed by such other Loan Party from time to time after a payment default under the Swap Obligation guaranteed by each such other Loan Party to honor all of its obligations Swap Obligations under this Guaranty Article IV (but, in respect of Swap Obligations (providedeach case, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its obligations any Domestic Loan Party’s undertakings under this Section 11.11, or otherwise under this Guarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). In addition, to the extent the Commodity Exchange Act requires a Foreign Loan Party to be an “eligible contract participant” under the Commodity Exchange Act, each Foreign Loan Party that is an “eligible contract participant” under the Commodity Exchange Act (determined before giving effect to this Section 4.09) with total assets exceeding $10 million (or such other Foreign Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”) at the time the guarantee under this Article IV becomes effective with respect to any Swap Obligation that is a Foreign Obligation (a “Foreign Swap Obligation”), hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Foreign Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act as may be needed by such other Foreign Loan Party from time to time after a payment default under the Foreign Swap Obligation guaranteed by such other Foreign Loan Party to honor all of its Foreign Swap Obligations under this Article IV (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering any Foreign Loan Party’s undertakings under this Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations undertaking of each Qualified ECP Guarantor Loan Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been paid in full and the Commitments have expired or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act. (s) Section 7.02 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (h); replacing “.” at the end of clause (i) with “; and” and (iii) inserting the following new clause (j) at the end thereof:

Keepwell. (a) Each U.S. Obligor that is not a Specified Non-U.S. Obligor and each Non-U.S. Obligor that is not a Specified Non-U.S. Obligor, in each case, that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). . (b) Each Non-U.S. Obligor that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Non-U.S. Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Non-U.S. Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Non-U.S. Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Non-U.S. Loan Party with respect to such Swap Obligation as may be needed by such Specified Non-U.S. Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief Laws, and not for any greater amount). (c) The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.be

Keepwell. Each The Borrower shall, and shall cause each Qualified ECP Guarantor hereby Guarantor, jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty the Loan Documents in respect of any Secured Swap Obligations Agreement (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 12.18 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.18, or otherwise under this Guaranteeany Loan Document, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 12.18 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied the occurrence of each of the following: (a) the Indebtedness (other than Cash Management Obligations (i) indemnity obligations not yet due and Obligations payable of which the Borrower has not received a notice of potential claim and (ii) obligations arising under any a Secured Hedge Swap Agreement not yet due and payable) are irrevocably and indefeasibly paid in full in cash (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under this Agreement), and (b) no Letter of Credit remains shall be outstanding (except any Letter other than Letters of Credit the Outstanding Amount of as to which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably other arrangements satisfactory to the applicable L/C Issuer Administrative Agent and the Issuing Bank have been made), (c) this Agreement and the Commitments are terminated and (d) all Swap Agreements secured hereby are either novated, terminated and paid in full or the Borrower or Guarantor party thereto has been put in place)collateralized its obligations under such Swap Agreement to the satisfaction of the counterparty to such Swap Agreement. Each Qualified ECP Guarantor intends that this Section 11.11 constitute12.18 constitutes, and this Section 11.11 12.18 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of the Borrower and each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 12.25 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.25, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 12.25 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.25 constitute, and this Section 11.11 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer and Secretary FUNKO HOLDINGS LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer and Secretary FUNKO, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Financial Officer and Secretary COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: President ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Managing Director CERBERUS ASRS HOLDINGS LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Managing Director CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Managing Director CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Managing Director PNC Bank, National Association $ 50,000,000.00 $ 0 $ 50,000,000.00 Cerberus NJ Credit Opportunities Fund, L.P. $ 0 $ 26,332,737.31 $ 26,332,737.31 Cerberus ASRS Holdings LLC $ 0 $ 80,283,112.92 $ 80,283,112.92 Cerberus ICQ Levered Loan Opportunities Fund, L.P. $ 0 $ 26,072,317.30 $ 26,072,317.30 Cerberus KRS Levered Loan Opportunities Fund, L.P. $ 0 $ 7,969,296.85 $ 7,969,296.85 Cerberus PSERS Levered Loan Opportunities Fund, L.P. $ 0 $ 34,342,535.62 $ 34,342,535.62 Totals $ 50,000,000.00 $ 175,000,000.00 $ 225,000,000.00 1. Security Agreement 2. Trademark Security Agreement THIS JOINDER AGREEMENT, dated as of (this “Agreement”), to the Financing Agreement (as defined below) is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Ultimate Parent” or the “Buyer”), as the initial borrower and immediately upon consummation of the Funko Acquisition (as defined in the Financing Agreement), Funko Holdings LLC, a Delaware limited liability company (“Parent” or “Funko Holdings”) and each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with the Ultimate Parent, the Parent and each other Person that executes a Joinder Agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a Joinder Agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as therein defined), each a “Guarantor” and collectively, the “Guarantors”), [NAME OF ADDITIONAL [BORROWER][GUARANTOR]], a (the “Additional [Borrower][Guarantor]”) and Cerberus Business Finance, LLC, a Delaware limited liability company (“Cerberus”), as collateral agent for the Lenders (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

Keepwell. Each Qualified ECP Guarantor Contributing Party hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty or the other Loan Documents in respect of Swap the Hedge Obligations (provided, however, that each Qualified ECP Guarantor Contributing Party shall only be liable under this Section 11.11 30 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1130, or otherwise under this Guarantee, the Guaranty or the other Loan Documents voidable under applicable Law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations of each Qualified ECP Guarantor Contributing Party under this Section 11.11 30 shall remain in full force and effect until all Commitments hereunder have terminateda discharge of the obligations of Guarantors under this Guaranty if such Qualified ECP Contributing Party is a Guarantor, or of Borrower under the Term Loan Agreement and all Loans or the other Obligations hereunder which are accrued Loan Documents and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured the Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit Documents if such Qualified ECP Contributing Party is the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 11.11 30 constitute, and this Section 11.11 30 shall be deemed to constitute, a “keepwell, support, or other agreement” agreement for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes of Section 30 of this Guaranty, the term "Qualified ECP Contributing Party" means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Springing Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 109306584\V-7

Keepwell. Each Qualified ECP Guarantor (as hereinafter defined) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of all Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 21 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1121, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 21 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Guaranteed Obligations hereunder which are accrued and payable shall have been fully and finally performed and indefeasibly paid or satisfied in full in cash (other than Cash Management Obligations Unliquidated Obligations) and Obligations arising under any Secured Hedge Agreement)the Commitments and all Facility LCs shall have terminated or expired or, and no Letter in the case of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit all Facility LCs, are fully collateralized on terms reasonably satisfactory acceptable to the applicable L/C Issuer has been put in place)Administrative Agent. Each Qualified ECP Guarantor intends that this Section 11.11 21 constitute, and this Section 11.11 21 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything herein to the contrary, if a Guarantor or a counterparty under any swap makes a written representation to the Lenders in connection with this Guaranty, a swap, or any master agreement governing a swap to the effect that such Guarantor is or will be an “eligible contract participant” as defined in the Commodity Exchange Act on the date the Guaranty becomes effective with respect to such swap (this date shall be the date of the execution of the swap if the corresponding Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of such Guaranty unless the Guaranty specifies a subsequent effective date), and such representation proves to have been incorrect when made or deemed to have been made, the Lenders reserve all of their contractual and other rights and remedies, at law or in equity, including (to the extent permitted by applicable law) the right to claim, and pursue a separate cause of action, for damages as a result of such misrepresentation, provided that such Guarantor’s liability for such damages shall not exceed the amount of the Excluded Swap Obligations with respect to such swap. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article IV voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (l) The following sentence is hereby added to the end of the last paragraph of Section 9.03 of the Credit Agreement: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (m) Section 11.01(a)(v) of the Credit Agreement is hereby amended to read as follows:

Keepwell. (a) Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.08 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.112.08, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect with respect to such Qualified ECP Guarantor until all Commitments hereunder have terminated, and all Loans the termination of this Agreement in accordance with Section 4.13 or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge the release of such Guarantor in accordance Section 9.11 of the Credit Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place). Each Qualified ECP Guarantor intends that this Section 11.11 2.08 constitute, and this Section 11.11 2.08 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding anything to the contrary contained in this Agreement or any provision of any other Loan Document, the Obligations guaranteed hereunder by any Guarantor shall not include obligations in respect of any Excluded Swap Obligation with respect to that Guarantor. The liability of a Guarantor for any amount payable under the netting provisions of Section 6(e) of an ISDA Master Agreement with respect to any “Terminated Transactions” under and as defined therein shall exclude amounts attributable to Excluded Swap Obligations with respect to such Guarantor.”

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) becomes effective with respect to any Obligation under any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations such Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under any applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Obligations hereunder which are accrued and payable have been irrevocably paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party that would otherwise not constitute an “eligible contract participant” for any Obligation under any Swap Contract for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. BORROWERS: SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership By: Sabra Health Care REIT, Inc., a Maryland corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA CANADIAN HOLDINGS, LLC, a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance REIT GUARANTOR: SABRA HEALTH CARE REIT, INC., a Maryland corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance GUARANTORS: SABRA CA HOLDCO, INC., a British Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance NEW HAMPSHIRE HOLDINGS, LLC, SABRA 1717 PREFERRED EQUITY, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PREFERRED EQUITY, LLC, SABRA BEAVERCREEK PREFERRED EQUITY, LLC, SABRA CALIFORNIA II, LLC, SABRA CLARKSVILLE PREFERRED EQUITY, LLC, SABRA DEERFIELD PREFERRED EQUITY, LLC, SABRA HAGERSTOWN, LLC, SABRA HEALTH CARE FRANKENMUTH, LLC, SABRA HEALTH CARE HOLDINGS I, LLC, SABRA HEALTH CARE HOLDINGS II, LLC, SABRA HEALTH CARE HOLDINGS III, LLC, SABRA HEALTH CARE HOLDINGS IV, LLC, SABRA HEALTH CARE HOLDINGS VI, LLC, SABRA HEALTH CARE NORTHEAST, LLC, SABRA HEALTH CARE PENNSYLVANIA, LLC, SABRA HEALTH CARE VIRGINIA, LLC, SABRA HEALTH CARE ▇▇▇▇▇▇▇▇ ▇▇, LLC, SABRA HEALTH CARE, L.L.C., SABRA HEALTH CARE DELAWARE, LLC, ▇▇▇▇▇ ▇▇▇▇ DRIVE, LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ PREFERRED EQUITY, LLC, SABRA MCCORDSVILLE PREFERRED EQUITY, LLC, SABRA MICHIGAN, LLC, SABRA NEW BRAUNFELS PREFERRED EQUITY, LLC, SABRA NEW MEXICO, LLC, and SABRA NEW MEXICO II, LLC, each a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA NORTH CAROLINA GP, LLC, SABRA PHOENIX TRS VENTURE, LLC, SABRA PHOENIX TRS VENTURE II, LLC, SABRA PHOENIX WISCONSIN, LLC, and SABRA TRS HOLDINGS, LLC, each a Delaware limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA CANADIAN GP I INC., a British Columbia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SBRAREIT CANADIAN GP V INC., a Nova Scotia corporation By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA CANADIAN PROPERTIES I, LIMITED PARTNERSHIP, a British Columbia limited partnership By: SABRA CANADIAN GP I INC., a British Columbia corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA COLORADO, LLC, a Nevada limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SBRAREIT CANADIAN PROPERTIES V, LIMITED PARTNERSHIP, an Alberta limited partnership By: SBRAREIT CANADIAN GP V INC., a Nova Scotia corporation, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA NORTH CAROLINA, L.P., a Delaware limited partnership By: SABRA NORTH CAROLINA GP, LLC, a Delaware limited liability company, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA TEXAS GP, LLC, and SABRA TEXAS HOLDINGS GP, LLC, each a Texas limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA TEXAS HOLDINGS, L.P., a Texas limited partnership By: SABRA TEXAS HOLDINGS GP, LLC, a Texas limited liability company, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA TEXAS PROPERTIES, L.P., SABRA TEXAS PROPERTIES II, L.P., SABRA TEXAS PROPERTIES III, L.P., and SABRA TEXAS PROPERTIES IV, L.P., each a Texas limited partnership By: SABRA TEXAS GP, LLC, a Texas limited liability company, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SB NEW MARTINSVILLE, LLC, a West Virginia limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance SABRA HEALTH CARE INVESTMENTS, LP, a Delaware limited partnership By: SABRA PHOENIX TRS VENTURE, LLC, a Delaware limited liability company, its general partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Executive Vice President - Finance BANK OF AMERICA, N.A., as Administrative Agent By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: AVP BANK OF AMERICA, N.A., as a Lender and an L/C Issuer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and an L/C Issuer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ Title: Director ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director BMO ▇▇▇▇▇▇ BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Director THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Michael Grad Name: Michael Grad Title: Director MUFG BANK, LTD., as a Lender By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Vice President BARCLAYS BANK PLC, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director CITIBANK, N.A., as a Lender By: /s/ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory BBVA USA, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President FIFTH THIRD BANK, AN OHIO CORPORATION, as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇ Title: Authorized Signer ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as a Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: General Manager SUNTRUST BANK, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President MIZUHO BANK, LTD., as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory REGIONS BANK, as a Lender By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ROYAL BANK OF CANADA, as a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ Title: Authorized Signatory BANK OF THE WEST, A CALIFORNIA BANKING CORPORATION, as a Lender By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A., as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Senior Vice President FIRST COMMERCIAL BANK, LTD., A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH, as a Lender By: /s/ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇ Name: ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇ Title: S.A.V.P. & General Manager LAND BANK OF TAIWAN, NEW YORK BRANCH, as a Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: General Manager TAIWAN COOPERATIVE BANK, SEATTLE BRANCH, as a Lender By: /s/ ▇▇▇▇-▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇-▇▇▇▇▇ ▇▇▇ Title: VP & General Manager STIFEL BANK & TRUST, as a Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Title: Senior Vice President BANK OF TAIWAN, NEW YORK BRANCH, as a Lender By: /s/ ▇▇▇▇-▇▇▇ ▇▇▇ Name: ▇▇▇▇-▇▇▇ ▇▇▇ Title: VP & General Manager

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor hereby Loan Party, jointly and severally absolutelyseverally, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this Guaranty Agreement or any Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 8.23 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.118.23, or otherwise under this GuaranteeAgreement or any Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 8.23 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 8.23 constitute, and this Section 11.11 8.23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1a(18(A)(v)(II) of the Commodity Exchange ActCEA. Notwithstanding anything to the contrary contained herein, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its guaranty (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities, provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Borrowers and/or Guarantors that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to the Debt otherwise set forth herein.

Keepwell. Each Qualified ECP Guarantor Keepwell Provider (as defined below) hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty guarantee in respect of any Swap Obligations Obligation (provided, however, that each Qualified ECP Guarantor Keepwell Provider shall only be liable under this Section 11.11 12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112, or otherwise under this Guaranteeguarantee, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Keepwell Provider under this Section 11.11 12 shall remain in full force and effect until the expiration or termination of the Commitments and until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied obligations of the Borrowers under the Loan Documents (other than Cash Management Obligations any contingent indemnification or similar obligations not yet due and Obligations arising under payable) are paid in full and all Letters of Credit (other than any Secured Hedge Agreement), and no Supported Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has Credit) have been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 11.11 12 constitute, and this Section 11.11 12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes hereof, “Qualified Keepwell Provider” means, in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Loan Party, if it is a Qualified ECP Guarantor hereby Loan Party, then jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non-Qualifying Party's obligations under this Guaranty Agreement or any other Loan Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 12.24 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1112.24, or otherwise under this GuaranteeAgreement or any other Loan Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 12.24 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)other Loan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 12.24 constitute, and this Section 11.11 12.24 shall be deemed to constitute, a “guarantee of the obligations of, and a "keepwell, support, or other agreement” " for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II1(a)(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding any provision hereof or in any Loan Document to the contrary, in the event that any Guarantor is not an "eligible contract participant" as such term is defined in Section 1(a)(18) of the Commodity Exchange Act, at the time (i) any Swap Obligation is undertaken or (ii) such Guarantor becomes a Guarantor, the Guaranteed Obligations of such Guarantor shall not include (x) in the case of clause (i) above, such Swap Obligation and (y) in the case of clause (ii) above, any transactions outstanding under any Swap Obligation as of such date such Guarantor becomes a Guarantor hereunder.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty Guarantee Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 26 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1126, or otherwise under this GuaranteeGuarantee Agreement, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 26 shall remain in full force and effect until payment in full in cash of all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations contingent indemnity obligations that are not due and Obligations arising under payable, obligations and liabilities in respect of any Secured Hedge Agreement), Bank Products or Designated Credit Lines and no Letter Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has that have been Cash Collateralized or for as to which a backstop letter of credit reasonably other arrangements reasonable satisfactory to the Agent and the applicable L/C Issuer has have been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 26 constitute, and this Section 11.11 26 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. | NY 6155434.5|| NY\6158255.3 | NY 6155434.5||

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under this Guaranty Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, 2.07 or otherwise under this Guarantee, Agreement voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 2.07 shall remain in full force and effect until the payment in full in cash of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any the Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 2.07 constitute, and this Section 11.11 2.07 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(IIla(18)(A)(v)(II) of the Commodity Exchange Act.” (c) Section 3.01 of the Guarantee and Collateral Agreement is hereby amended by amending and restating the proviso to clause (a) thereof as follows: “; provided, however, that, notwithstanding anything contained herein to the contrary, the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (x) any Foreign Subsidiary, (y) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes (any such Domestic Subsidiary, a “DRE”) that holds 65% or more of the Capital Stock of (A) a Foreign Subsidiary, (B) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (C) any Domestic Subsidiary described in clause (z), or (z) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of one or more (A) Foreign Subsidiaries and/or (B) other Domestic Subsidiaries described in this clause (z);” (d) Section 3.03(a) of the Guarantee and Collateral Agreement is hereby amended by amending and restating the proviso thereto in its entirety as follows: “; provided, however, that, notwithstanding anything contained herein to the contrary, no more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (i) any Foreign Subsidiary, (ii) any DRE that holds 65% or more of the Capital Stock of (x) a Foreign Subsidiary, (y) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (z) any Domestic Subsidiary described in clause (iii), or (iii) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of one or more (x) Foreign Subsidiaries and/or (y) other Domestic Subsidiaries described in this clause (iii) is required to be listed;” (e) Section 4.04(b) of the Guarantee and Collateral Agreement is hereby amended by replacing “$1,000,000” and “$10,000,000” therein with “$5,000,000” and “$15,000,000”, respectively. (f) Schedule II of the Guarantee and Collateral Agreement is hereby amended by replacing “100%” in the column titled “% of Equity Interest Pledged” therein with “65%” with respect to each of ▇▇▇▇▇▇▇▇▇ Holdings LLC and Bridport Holdings, Inc., as issuer.

Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 11.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.1111.12, or otherwise under this GuaranteeGuaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 11.12 shall remain in full force and effect until the termination of the -200-CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 Last Saved: 08/19/2013 8:50 pm ▇▇▇▇▇▇▇▇▇▇ Aggregate Commitments and payment in full of all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising (x) obligations under any Secured Hedge Agreement), Agreements and no Letter Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of Credit remains outstanding (except any Letter all Letters of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Credit. Each Qualified ECP Guarantor intends that this Section 11.11 11.12 constitute, and this Section 11.11 11.12 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. -201-Last Saved: 08/19/2013 8:50 pm CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 ▇▇▇▇▇▇▇▇▇▇ IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. ACTIVISION BLIZZARD, INC. By: Name: Title: CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A ▇▇▇▇▇▇▇▇▇▇v1 MSW - Draft August 29, 2013 - 7:43 PM BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: CG&R Draft Last Saved: 08/19/2013 8:50 pm 1836110.07-NYCSR07A ▇▇▇▇▇▇▇▇▇▇v1 MSW - Draft August 29, 2013 - 7:43 PM BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By: Name: Title: CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 Last Saved: 08/19/2013 8:50 pm JPMORGAN CHASE BANK, N.A., as a Lender and L/C Issuer By: Name: Title: CG&R Draft ▇▇▇▇▇▇▇▇▇▇v1 Last Saved: 08/19/2013 8:50 pm Schedule 1.01A Commitments - 1022497.10-NYCSR04A 1000944701v16 MSW - Draft October 8, 2013 - 2:03 PM Lender Tranche B-2 Term Commitment Bank of America, N.A. $2,070,000,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $230,000,000 Total: $2,300,000,000 Lender Revolving Commitment Bank of America, N.A. $37,500,000 JPMorgan Chase Bank, N.A. $37,500,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $25,000,000 HSBC Bank USA, N.A. $25,000,000 Mizuho Bank, Ltd. $25,000,000 Royal Bank of Canada $25,000,000 SunTrust Bank $25,000,000 The Bank of Tokyo-Mitsubishi UFJ, Ltd. $25,000,000 U.S. Bank National Association $25,000,000 Total: $250,000,000 Lender Initial Term Commitment Bank of America, N.A. $2,500,000,000 Total: $2,500,000,000 EXHIBIT A [FORM OF] COMMITTED LOAN NOTICE To: Bank of America, N.A., as Administrative Agent [Date] Ladies and Gentlemen: Reference is made to the Credit Agreement, dated as of October 11, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” ), among Activision Blizzard, Inc., as Borrower, the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Borrower hereby requests (select one): A Borrowing of new Loans A conversion of Loans made on A continuation of Loans made on to be made on the terms set forth below: (A) Class of Borrowing1 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount2 (D) Borrower 1 Initial Term, Tranche B-2 Term or Revolving Credit. 2 Eurodollar borrowing minimum of $5,000,000, and borrowings also allowed in whole multiples of $1,000,000 in excess thereof. Base Rate borrowing minimum of $1,000,000 and borrowings also allowed in whole multiples of $500,000 in excess thereof. A-1 1000944696v15

Keepwell. Each Qualified Guarantor that is a Oualified ECP Guarantor at the time the Guarantee or the grant of the securit interest under the Loan Documents in each case b an S • ecified Loan P becomes effective with respect to any Swap Obligation, hereby jointly iointlv and severally severally. absolutely, unconditionally and irrevocably irrevo cabl undertakes to provide • rovide such funds or other support ▇▇▇ . oil to each S • ecified Loan P with re t to such Swap Ob igation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations Guaranteed Obligations under this Guaranty Aareement and the other Loan Documents in respect of such Swap Obligations (provided, however, that Obli’ation .ut in each Qualified ECP Guarantor shall only be liable under this Section 11.11 for case oni u. to the maximum amount of such liability liabilit that can be hereby incurred hereb in cuned without rendering its rendermg such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 11.11 voidable under applicable Law relating a. licable law relatin• to fraudulent conveyance conve ance or fraudulent transfer, transfer and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 Sec tion shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter the .a ent in full of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Obli•ations. Each Qualified ualified ECP Guarantor intends that this Section 11.11 constitute, 11 .11 to constitute and this Section 11.11 Il .11 shall be deemed to constitute, constitute a “keepwell, . support, or other agreement” for the benefit of of. each other Specified Loan Party for all purposes of the Commodit Exchan~e Act. Section 1a(18)(A)(v)(II) 11.12 Excluded Swa • Obli ations Limitation. Notwithstandin an hin in this Article XI to the cont no Guarantor shall be re uired to make an a ent ursuant to this Guarantee to an and the n ht of the Commodity Exchange Act.set-off rovided in Section 10.09 shall not apply with respect to any Guarantor, in each case, with respect to Excluded Swap Obliga tions if an of such Guarantor. [Signature Page to Credit Agreement] -

Keepwell. Each By its execution hereof, each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this the Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.119, or otherwise under this Guaranteethe Guaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter termination of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put Guaranty as described in place)Section 4 thereof. Each Qualified ECP Guarantor intends that this Section 11.11 9 constitute, and this Section 11.11 9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, (a) “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute; (b) “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; and (c) “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

Keepwell. Each Credit Agreement Party that is a Qualified ECP Guarantor (as defined below) at the time the Credit Agreement Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Credit Agreement Party Guaranty and the other Credit Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 14.11 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 14.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Loan Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Agreement Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. A “Specified Credit Party” shall mean any Credit Agreement Party that is not “an eligible contract participant” under the Commodity Exchange Act (determined after giving effect to this Section 14.11).

Keepwell. Each Qualified ECP Guarantor The Company hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Obligated Party with respect to Indebtedness in respect of any Financial Hedge as may be needed by such Specified Obligated Party from time to time by each other Loan Party to honor all of its obligations under this its Guaranty and the other Loan Documents in respect of Swap Obligations such Indebtedness in respect of any Financial Hedge and to cause such Specified Obligated Party to be an Eligible Contract Participant with respect to all Indebtedness in respect of any Financial Hedge (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its the Company’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 8.20 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Company under this Section 11.11 8.20 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto Obligation has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put indefeasibly paid and performed in place)full. Each Qualified ECP Guarantor The Company intends that this Section 11.11 8.20 to constitute, and this Section 11.11 8.20 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” (as defined in the Commodity Exchange Act) for the benefit of of, each other Loan Specified Obligated Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (m) The Credit Agreement is hereby amended to add the following new Section 9.13: 9.13 Assets of Alamo Group (SMC), Inc. The Company shall not permit Alamo Group (SMC) Inc., a Nevada corporation to own assets having a total value of more than $5,000,000 at any time. (n) Section 12.01 of the Credit Agreement is hereby amended to add the following provision at the end thereof: Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Keepwell. Each Borrower, if it is a Qualified ECP Guarantor hereby Loan Party, jointly and severally absolutelyseverally, together with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support as may be needed from time to time by each other Loan any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under this Guaranty Agreement or any Other Document in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor Loan Party shall only be liable under this Section 11.11 6.12 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.116.12, or otherwise under this GuaranteeAgreement or any Other Document, voidable under applicable Law law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor Loan Party under this Section 11.11 6.12 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management payment in full of the Obligations and Obligations arising under any Secured Hedge Agreement), termination of this Agreement and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)Other Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 11.11 6.12 constitute, and this Section 11.11 6.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of each other Loan Party Borrower and Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange ActCEA.” (i) Article VII is hereby amended by deleting Sections 7.18 and 7.20 thereof and, in each case, inserting in lieu thereof “[Reserved]”. (j) Article X is amended by (i) deleting the “or” at the end of Section 10.19, (ii) deleting the period at the end of Section 10.20 and inserting the text “; or” in place thereof and (iii) inserting the following Section 10.21 immediately following Section 10.20:

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party Guarantor to honor all of its obligations under this any Guaranty in respect of any Swap Obligations Obligation (as defined in Exhibit A) (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 5 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.115, or otherwise under this Guaranteeany Guaranty, voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 5 shall remain in full force and effect until the date upon which the all Commitments hereunder under the Credit Agreement have terminatedbeen terminated and all Loans thereunder have been repaid in full, all Letters of Credit issued under the Credit Agreement have been terminated or cash collateralized on terms acceptable to the Issuing Lender or other arrangements acceptable to the Issuing Lender have been made pursuant to which the Issuing Lender has agreed such Letters of Credit are no longer outstanding for purposes of the Credit Agreement, and all Loans or other Obligations hereunder which are accrued then due and payable have been paid or satisfied in full (other than (x) contingent obligations not yet due and payable and (y) Cash Management Obligations and or Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placeAgreements). Each Qualified ECP Guarantor intends that this Section 11.11 5 constitute, and this Section 11.11 5 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party Guarantor for all purposes of Section section 1a(18)(A)(v)(II) of the Commodity Exchange ActAct (as defined in Exhibit A).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) or the grant of a security interest under the Loan Documents by any such Specified Credit Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. CHAR1\▇▇▇▇▇▇▇▇▇ CHAR1\▇▇▇▇▇▇▇▇▇ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 4, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among EnerSys, a Delaware corporation, certain other Borrowers party thereto, the Guarantors party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and the L/C Issuer. The undersigned Borrower hereby requests: ☐ A Borrowing of [Revolving A Loans][Revolving B Loans][the Initial Term Loan][the Initial Term A-2 Loan][the Term A-3 Loan][an Incremental Term Loan] ☐ A conversion or continuation of [Revolving A Loans][Revolving B Loans] [the Initial Term Loan][the Initial Term A-2 Loan][the Term A-3 Loan][an Incremental Term Loan]

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) becomes effective with respect to any Obligation under any Swap Contract, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of Swap Obligations such Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under any applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other of the Obligations hereunder which are accrued and payable have been irrevocably paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Credit Party that would otherwise not constitute an Eligible Contract Participant for any Obligation under any Swap Contract for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. Date: , 2 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2021 (as amended, restated, extended, supplemented or otherwise modified from time to time; the terms defined therein being used herein as therein defined), among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Parent Borrower”), VENTAS SSL ONTARIO II, INC., an Ontario corporation (“Ventas SSL II”), VENTAS SSL ONTARIO III, INC., an Ontario corporation (“Ventas SSL III”), VENTAS CANADA FINANCE LIMITED, a Nova Scotia limited company (“Ventas Canada Finance Limited”), VENTAS UK FINANCE, INC., a Delaware corporation (“Ventas UK Finance”), VENTAS EURO FINANCE, LLC, a Delaware limited liability company (“Ventas Euro Finance”), and each of the entities from time to time executing a Borrower Joinder Agreement (together with the Parent Borrower, Ventas SSL II, Ventas SSL III, Ventas Canada Finance Limited, Ventas UK Finance and Ventas Euro Finance, the “Borrowers” and each individually a “Borrower”), VENTAS, INC., a Delaware corporation, as guarantor, the lending institutions party thereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as L/C Issuers. The undersigned Parent Borrower hereby requests [for itself] [as agent for [INSERT APPLICABLE BORROWER]] on [INSERT REQUESTED DATE] (a Business Day) (select one):3 Revolving Credit Facility - Dollar Tranche Loans4 2 Note to Borrowers: All requests submitted under a single Loan Notice must be effective on the same date. If multiple effective dates are needed, multiple Committed Loan Notices will need to be prepared and signed.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor (as hereinafter defined) at the time this Guaranty by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 22 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 22 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor intends that this Section 11.11 22 to constitute, and this Section 11.11 22 shall be deemed to constitute, a Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 22, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Qualified ECP Guarantor The Borrower, so long as the Guaranty by any Specified Loan Party remains effective with respect to any Swap Obligation, hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this the Guaranty and the other Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its the Borrower’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, 6.13 voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 11.11 6.13 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor The Borrower intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of of, each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (d) Section 7.03 of the Credit Agreement is hereby amended by (i) replacing the phrase “Restatement Effective Date” as it appears in the proviso to Section 7.03(a) with the phrase “Amendment Effective Date”. (ii) replacing Section 7.03(b)(iii) in its entirety with the following: (iii) (A) to repay or prepay outstanding Loans hereunder, provided that the Borrower shall also effect a permanent reduction in the Commitments in an amount equal to the aggregate principal amount so repaid or prepaid with such Net Available Cash, or (B) to repay, prepay, purchase, repurchase, redeem or otherwise acquire any of the New Senior Secured Notes or the Borrower’s 5.750% Notes due September 1, 2017, or (so long as, on a pro forma basis, the Priority Leverage Ratio would be no greater than 2.75 to 1.00) any other of the Existing Unsecured Notes.”

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) or the grant of a security interest under the Loan Documents by any such Specified Credit Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty the Loan Documents in respect of such Swap Obligations Obligation (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, or otherwise under this Guarantee, Article XI voidable under applicable Law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put performed in place)full. Each Qualified ECP Guarantor Credit Party intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Specified Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. [Signature pages follow.] CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) LENDERS: BANK OF AMERICA, N.A., as a Lender, Swing Line Lender and L/C Issuer By: Name: Title: CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: Name: ▇▇▇▇▇▇▇▇ AU Title: Senior Corporate Relationship Manager CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) ▇▇▇▇▇ FARGO BANK, N.A., as a Lender By: Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President 177 CHAR1\1999704v12 LENDERS: PNC BANK, N.A., as a Lender, Co-Documentation Agent By: Name: ▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇ ▇▇▇▇▇: Senior Vice President CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) Confidential SANTANDER BANK, N.A., as a Lender By: Name: ▇▇▇ ▇▇▇ Title: Managing Director CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as a Lender By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory CREDIT AGREEMENT SHARKNINJA APPLIANCE LLC (2023) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., as a Lender By: Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory 2312503.03A-NYCSR03A - MSW CHAR1\2016147v3 Schedule 1.01 Existing Letters of Credit Lender: Bank of America, N.A. Beneficiary: Philadelphia Indemnity Insurance Company Amount: USD 5,600,000 Letter of Credit Number: 68177644 Account Party: SharkNinja Operating LLC Expiration Date: September 22, 2023 (Evergreen) Lender: Bank of America, N.A. Beneficiary: Bank of America Europe Amount: GBP 1,400,000 Letter of Credit Number: 68179258 Account Party: SharkNinja Europe Ltd Expiration Date: December 31, 2023 (Evergreen) Lender: Bank of America, N.A. Beneficiary: Needham Nine Owner, LLC Amount: USD 2,340,025 Letter of Credit Number: 68177645 Account Party: SharkNinja Operating LLC Expiration Date: September 22, 2023 (Evergreen) 2 2312503.03A-NYCSR03A - MSW CHAR1\2016147v3 Schedule 2.01 Commitments and Applicable Percentages Lender Revolving Commitment Applicable Percentage of Aggregate Revolving Commitments Initial Term Loan Commitment Applicable Percentage of Initial Term Loan Commitments Tax Jurisdiction Select one of the following: 1. UK Qualifying Lender (other than a UK Treaty Lender) 2. UK Treaty Lender 3. Not a UK Qualifying Lender Treaty Passport Scheme Reference Number Bank of America, N.A. $60,000,000 12.000000000% $140,000,000 17.283950617% USA UK Treaty Lender 13/B/7418/DTTP JPMorgan Chase Bank, N.A. $55,000,000 11.000000000% $85,000,000 10.493827160% USA UK Treaty Lender 13/M/268710/DTTP HSBC Bank USA, N.A. $42,428,571 8.485714200% $65,571,429 8.095238148% USA Not a UK Qualifying Lender1 N/A HSBC UK Bank Plc $12,571,429 2.514285800% $19,428,571 2.398589012% UK UK Qualifying Lender (other than a UK Treaty Lender) N/A 1 Notwithstanding any provision in the Agreement or any other agreement between HSBC Bank USA N.A. and the Credit Parties, HSBC Bank USA N.A. hereby agrees that it shall be treated as not a UK Qualifying Lender for the purposes of the Agreement. After the date of this Agreement, HSBC Bank USA N.A. may by notice to the Borrower Representative and the Agent amend its status to UK Treaty Lender provided that such notice includes details of HSBC Bank USA N.A’s UK DTTP Scheme reference number (or other applicable UK Qualifying Lender status in accordance with the Agreement) and jurisdiction of tax residence, and provided further that such updated status shall be effective on the date the notice is deemed to have been received pursuant to Section 10.02 of the Agreement.

Keepwell. Each Guarantor that is a Qualified ECP Guarantor hereby hereby, jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligations as may be needed by such Specified Loan Party from time to time by each other Loan Party to honor all of its obligations under this Guaranty, any other Guaranty (as defined in the Credit Agreement) to which it is a party and the other Loan Documents in respect of such Swap Obligations (providedbut, howeverin each case, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for up to the maximum amount of such liability that can be hereby incurred without rendering its such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11, Guaranty or otherwise under this Guarantee, any other Guaranty (as defined in the Credit Agreement) to which it is a party voidable under applicable Law law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, and all Loans or other the Guaranteed Obligations hereunder which are accrued and payable have been indefeasibly paid or satisfied and performed in full (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and contingent indemnification or expense reimbursement obligations for which no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto claim has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in placemade). Each Qualified ECP Guarantor intends that this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Specified Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (e) This Reaffirmation is a Loan Document and shall (unless otherwise expressly indicated herein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement. (f) This Reaffirmation shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assigns. (g) This Reaffirmation may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. (h) This Reaffirmation represents the agreement of the Loan Parties, the Administrative Agent and each of the Lenders (through the Lenders’ execution of the Credit Agreement and approval of the form of this Reaffirmation attached thereto) with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. (i) This Reaffirmation shall be governed by, and construed in accordance with, the laws of the State of New York. (j) The terms of Sections 10.14 (Governing Law; Jurisdiction; Etc.) and 10.15 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein as though set forth in full.

Keepwell. Each Qualified ECP Guarantor (as defined below) hereby jointly and severally severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support as may be needed from time to time by each other Loan Credit Party to honor all of its obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11Section, or otherwise under this GuaranteeGuaranty or any other Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 7 hereof, the obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until all Commitments hereunder have terminated, of the Secured Obligations and all Loans or the obligations of the Guarantors (excluding contingent obligations (other Obligations hereunder than any such obligations in respect of a Letter of Credit) as to which are accrued and payable no claim has been made) shall have been paid or satisfied (other than Cash Management Obligations in full in cash and Obligations arising under any Secured Hedge Agreement), the Commitments and no Letter all Letters of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place)are terminated. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, support or other agreement” for the benefit of each other Loan Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.