Common use of Conditions Precedent to Effectiveness Clause in Contracts

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The provisions set forth in Sections 1 and 2 hereof shall not be effective until as of the date first above written (the “First Amendment Effective Date”) when each of the following conditions precedent has shall have been fulfilled satisfied (or waived in accordance with Section 17.01 of the Credit Agreement and, in the case of paragraph C. below, any such waiver shall require the acceptance thereof by the Borrowers in writing to be effective): A. the reasonable satisfaction Borrowers, the Domestic Guarantors and the Majority Lenders (representing both unused Commitments and outstanding loans of each such Lender) have indicated their agreement by the execution and delivery of the signature pages hereof to the Administrative Agent:; (a) This Joinder B. each of the Foreign Guarantors shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory a counterpart signature to the Administrative Agent shall have been provided Ratification attached to this Amendment to the Administrative Agent.; (c) The New [Borrower][Guarantor] (and each other Loan PartyC. Open Text shall have acquired all of the outstanding equity interests of GXS Group, Inc.; and D. subject to the extent requested by other conditions of this Section 3 having been satisfied, the Administrative Agent) Borrower shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agentpaid: (i) Certificate to the Administrative Agent for the ratable account and benefit of Legal Existence and Good Standingeach Lender who has delivered to the Administrative Agent its executed signature page hereof on or before 5:00 p.m. Eastern Standard Time on December 16, if applicable2013, issued by the Secretary a fee equal to 0.05% of the State aggregate principal amount of its incorporation or organization.the unused Commitments and outstanding loans of each such Lender; and (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, all reasonable fees and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed documented out-of-pocket expenses owing to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses out-of-pocket costs of legal counsel to the AgentsAdministrative Agent) shall have been paid incurred in full by connection with the New [Borrower] [Guarantor]transactions contemplated under this Amendment in accordance with Section 15.01 of the Credit Agreement. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentconditions: (a) This Joinder shall have been duly executed and delivered by the respective parties heretoAgent on behalf of each Lender (or certain Lenders, and shall be in full force and effect. (bas indicated below) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agenthas received, in form and substance reasonably satisfactory to the Administrative AgentAgent (or, in the case of (vi) and (vii) below, each of the Lenders), acting reasonably: (i) Certificate a duly executed copy of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization.this Agreement; (ii) A a certified copy of the articles and by-laws of the Borrower; (iii) a certificate of an authorized officer existence under the laws of Canada in respect of the due adoption, continued effectiveness, corporate existence of the Borrower; (iv) a certified resolution of the Board of Directors of the Borrower with respect to this Agreement; (v) an incumbency certificate of the Borrower certifying the name and setting forth true signatures of the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Borrower’s officers authorized to sign this Agreement and the other Loan Documents; (vi) an opinion of Blake, and attesting ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the true signatures of Borrower addressed to the Agent and each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.Lender; (dvii) The Administrative Agent shall have received a written legal an opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, counsel to the New [Borrower][Guarantor]'s counselLenders, addressed to the Administrative Agent and each Lender; (viii) an assignment or withdrawal letter from each Existing Lender which is not continuing as a Lender under this Agreement, in a form satisfactory to the Agent and the Borrower; and (ix) all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the Agent to confirm or establish the completion or satisfaction of the conditions to the Lenders’ obligations hereunder and of which the Borrower is advised in a timely manner; and (b) the Borrower shall have paid to the Agent for the account of the Agent, the Collateral Agent co-lead arrangers and the other Credit PartiesLenders, covering such matters relating as applicable, and in a timely manner, (i) all upfront and arrangement fees required to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested be paid by the Administrative Agent Borrower on or before the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties Amendment Effective Date in connection with this Agreement and (ii) all accrued and unpaid standby fees under the preparation Existing Credit Agreement for the period from and negotiation of this Joinder and related documents (including July 1, 2015 to but excluding the reasonable fees and expenses of counsel Amendment Effective Date. Each Lender hereby authorizes the Agent to confirm to the Agents) shall Borrower on the Amendment Effective Date that the conditions precedent set forth in this Section 7.1 have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered satisfied on or prior to the Agents Amendment Effective Date, provided such additional documents, instruments, and agreements as Lender has not advised the Administrative Agent or in writing prior to such Amendment Effective Date that such Lender is not satisfied that the Collateral Agent may reasonably requestBorrower has complied with such conditions precedent.

Conditions Precedent to Effectiveness. This Joinder Agreement (other than the several obligations of the Lenders to make Advances hereunder pursuant to section 2.01) shall not be become effective until each on and as of the first date (the “Effective Date”) occurring on or prior to December 7, 2007 on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder The Lenders shall have been duly executed given such access to the management, records, books of account, contracts and delivered by the respective parties hereto, properties of PPG and its Subsidiaries as they shall be in full force and effecthave reasonably requested. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the U.S.A. Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) the “Patriot Act”). (c) PPG shall have notified the Administrative Agent in writing as to the proposed Effective Date. (d) PPG shall have paid all accrued fees and expenses of the New [Borrower][Guarantor]'s counsel, addressed Administrative Agent (including the accrued fees and expenses of counsel to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request). (e) The Collateral On the Effective Date, the following statements shall be true and the Administrative Agent shall have received all documents for the account of each Lender a certificate signed by a duly authorized officer of PPG, dated the Effective Date, stating that: (i) The representations and instruments, including UCC financing statements warranties contained in Section 4.01 are true and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents correct on and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction as of the Administrative AgentEffective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Administrative Agent shall have received evidence that on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.14. (ii) Certified copies of the resolutions of the Board of Directors of PPG and each other Borrower approving this Agreement and the other Loan Documents, and of all insurance policies documents evidencing other necessary corporate action and endorsements required under the Loan Documents (includinggovernmental approvals, without limitationif any, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to this Agreement and the New [Borrower][Guarantor]other Loan Documents. (iii) A certificate of the Secretary or an Assistant Secretary of PPG and each other Borrower certifying the names and true signatures of the officers of PPG and each other Borrower authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder or thereunder. (iv) Favorable opinions of (A) ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for PPG and the other Borrowers, and B) ▇▇▇▇▇ ▇. ▇▇▇▇▇, counsel for PPG, substantially in the form of Exhibits D-1 and D-2 hereto, respectively, and as to such other matters as any Lender through the Administrative Agent may reasonably request. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) The Administrative Agent shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents received such additional documentsother approvals, instruments, and agreements opinions or documents as the Administrative Agent or any Lender through the Collateral Administrative Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each of on the date (the “Effective Date”) that the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder The Borrower shall have been duly executed paid all fees and delivered by expenses of the respective parties heretoAdministrative Agent, the L/C Issuer and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent to the extent invoiced at least two Business Days prior to the Effective Date, plus such additional amounts of such fees and expenses as shall constitute a reasonable estimate of such fees and expenses incurred or to be in full force incurred through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and effectthe Administrative Agent)). (b) All action on On the part of Effective Date, the New [Borrower][Guarantor] following statements shall be true and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to received for the Administrative Agentaccount of each Lender a certificate signed by a duly authorized Director of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default. (c) The New [Borrower][Guarantor] (Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following substance satisfactory to the Administrative AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and the Guarantor approving this Agreement, the Notes and the Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Notes and each Guaranty. (iv) A certificate of the Director, Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) The Parent Guaranty duly executed by the Parent. 68457597_7 (vi) An opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Loan Parties, in substantially the form of Exhibit E attached hereto. (vii) An opinion of Linklaters, English counsel for the Borrower, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of ▇▇▇▇▇▇▇ (Bermuda) Limited, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and the Borrower. (x) A certificate signed by the chief financial officer of the Parent certifying the current Debt Ratings. (d) The Administrative Agent shall have received the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2014 and the fiscal quarter ended March 31, 2015, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement and the following conditions precedent has been fulfilled other Loan Documents (other than the Fee Letters) are subject to the reasonable satisfaction of the Administrative Agent:’s receipt of the following, each in form and substance satisfactory to the Administrative Agent (the day when all such conditions have been satisfied or waived is herein referred to as the “Effective Date”): (ai) This Joinder shall Agreement executed by each Borrower, each Bank, each Issuing Bank, and the Administrative Agent and (ii) the Notes (if any) payable to the order of the Banks that have been duly requested Notes prior to the Effective Date, respectively, executed and delivered by the respective parties hereto, and shall be in full force and effectBorrowers. (b) All action on the part Opinions of the New [Borrower][Guarantor] ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., United States and the other Loan Parties necessary English counsel for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative AgentBorrowers, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (iic) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate Certified copies of all Organization Documentsgovernmental approvals, if any, necessary for each Borrower to enter into the Loan Documents to which it is party and perform its obligations thereunder. (d) The Administrative Agent shall have received a written legal opinion A certificate of the New [Borrower][Guarantor]'s counsel, addressed to Secretary or an Assistant Secretary of each Borrower certifying (i) the Administrative Agentresolutions of the Board of Directors of such Borrower approving this Agreement, the Collateral Agent other Loan Documents to which it is a party, and the transactions contemplated hereby, in each case evidencing any necessary company action, (ii) the name and true signature of an agent or agents of such Borrower authorized to sign each Loan Document to which such Borrower is a party and the other Credit Partiesdocuments to be delivered hereunder, covering and (iii) attached true and correct copies of the Bylaws and Articles of Incorporation (or corresponding organizational documents) of such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestBorrower. (e) The Collateral Agent A certificate of the chief executive officer or the chief financial officer of the Parent certifying that (i) insurance complying with Section 5.04 is in full force and effect, (ii) no Material Adverse Effect has occurred since December 31, 2012, (iii) no Default or Event of Default exists, (iv) all representations and warranties made by the Borrowers in Article IV are correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier in the text thereof, which shall have received be true and correct in all documents respects) on and instrumentsas of the Effective Date (other than those representations and warranties that expressly relate solely to a specific earlier date, including UCC financing statements which shall be correct in all material respects (other than those representations and Blocked Account Agreementswarranties that are subject to a materiality qualifier in the text thereof, required by Law or reasonably requested by which shall be true and correct in all respects) as of such earlier date), and (v) the annual audited financials for the fiscal year ended December 31, 2012 and the quarterly unaudited financials for the fiscal quarter ended March 31, 2013, in each case delivered to the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded prior to the satisfaction Effective Date, are true and correct copies of such financials, fairly present the financial condition of the Administrative AgentParent as of such dates, and were, to the best of such officer’s knowledge, prepared in conformity with GAAP. (f) The Certificates of existence, good standing and qualification from appropriate state officials with respect to Pride and such corresponding certificates or other documents from English officials or agencies as the Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including reasonably requests with respect to the New [Borrower][Guarantor]Parent. (g) All reasonable Evidence of payment by the Borrowers of all fees and Credit Party Expenses incurred disbursements required to be paid by the Agents and Borrowers on the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (Effective Date, including the reasonable fees and expenses of counsel to the Agents) shall Administrative Agent, the Banks, the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers to the extent invoices therefor have been paid in full by provided at least one Business Day prior to the New [Borrower] [Guarantor]Effective Date. (h) The Loan Parties shall have executed Evidence of the termination in full of the commitments of the lenders and delivered payment in full of all obligations outstanding under the 364-Day Credit Agreement dated as of May 12, 2011 among the Parent, certain Subsidiaries of the Parent party thereto as borrowers and guarantors, the banks party thereto and Citibank, N.A., as administrative agent, as amended prior to the Agents such additional documentsdate of this Agreement. (i) Evidence of appointment by the Parent of the Process Agent as its domestic process agent in accordance with Section 9.14. (j) The result of a Lien search, instrumentsin form and substance satisfactory thereto, and agreements as made against each Borrower under the Administrative Agent Uniform Commercial Code or other appropriate laws with respect to the Collateral Agent may reasonably requestParent.

Conditions Precedent to Effectiveness. This Joinder shall not Agreement will be effective until and enforceable in accordance with its terms upon the satisfaction of each of the following conditions precedent has been fulfilled to the reasonable satisfaction conditions: (1) The Administrative Agent’s receipt of the Administrative Agent:following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case of clause (1)(c)(ii) and (1)(e) below): (a) This Joinder a Committed Loan Notice (delivered at least one (1) Business Day prior to the Amendment and Restatement Date), which shall be an original, facsimile or copy in .pdf format (followed promptly by an original) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party; (b) with respect to the Mexican Subsidiaries, (i) a copy of a partners resolution (or managers or equivalent), approving and authorizing the execution, delivery and performance of the Loan Documents and (ii) the power of attorney granted to the process agent in terms of the Guaranty; (c) executed counterparts of this Agreement and the Reaffirmation by each intended party hereto and thereto; (d) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Amendment and Restatement Date as indicated on such schedule, duly executed by each Loan Party that is party thereto; (e) certificates of good standing from the secretary of state of the state or competent Governmental Authority of the jurisdiction of the incorporation or organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary resolutions of the board of directors or managers, the supervisory board and/or other equity governing body and customary resolutions of the shareholders, customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (f) a customary legal opinion from (i) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) NautaDutilh New York P.C., Dutch counsel to the Loan Parties, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agent as to German Law, as to the enforceability of the Collateral Documents governed by German law, (iv) Béndiksen, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, S.C., Mexican counsel to the Loan Parties, (v) ▇▇▇▇▇, Costa Rican counsel to the Loan Parties, (vi) ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Her i Wspólnicy sp.k., Polish counsel to the Loan Parties, as to the capacity of the Polish Obligor to enter into the Loan Documents (including any amendment thereto) to which it is a party, (vii) Linklaters ▇. ▇▇▇▇▇▇▇▇▇▇ i Wspólnicy sp. k., counsel to the Agent as to Polish Law, as to the enforceability of the Collateral Documents (including any amendment thereto) governed by Polish law and (viii) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, as to German Law, as to the capacity of the Loan Parties that are incorporated in Germany to enter into the Loan Documents to which each such Loan Party is a party, in each case, reasonably satisfactory to the Administrative Agent; (g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(4) and Section 4.01(9) has been satisfied; (h) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; and (i) a positive or neutral advice from each relevant works council which, if conditional, contains conditions which can reasonably be complied with, including the request for advice or, a confirmation of the board of directors of each relevant Loan Party included in the board resolutions that no works council has jurisdiction in respect of any of the transactions contemplated by the Loan Documents. (2) The Administrative Agent shall have received at least three (3) Business Days prior to the Amendment and Restatement Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been duly executed reasonably requested in writing by it at least five (5) Business Days prior to the Amendment and delivered Restatement Date and (y) a Beneficial Ownership Certification with respect to the Borrower. (3) The representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (4) On and as of the Amendment and Restatement Date, since December 31, 2023, there has not been any event, change, effect, occurrence, circumstance or condition, individually or in the aggregate, which has had, or could reasonably be expected to have, a Material Adverse Effect. (5) [Reserved]. (6) The Administrative Agent shall have received the results of Lien searches (including a search as to judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the UCC and U.S. Intellectual Property statutes (or in the applicable judicial docket or comparable registry) as in effect in each jurisdiction in which filings or recordations under the UCC and U.S. Intellectual Property or similar statutes should be made to evidence or perfect Liens in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens and Liens to be terminated on the Closing Date). (7) The Amendment and Restatement Date Refinancing shall have occurred, and the Borrower and its Subsidiaries shall have (x) no outstanding Indebtedness for borrowed money other than Indebtedness permitted under Section 7.02 and (y) no Liens outstanding other than Permitted Liens. (8) The Administrative Agent shall have received a copy of a detailed sources and uses statement and funds flow memorandum for the transactions contemplated by the Loan Documents on the Amendment and Restatement Date. (9) Both before and after giving effect to the transactions contemplated hereby, including the borrowing of the Loans on the Amendment and Restatement Date, no Default or Event of Default shall have occurred and be continuing. (10) There shall exist no pending or, to the knowledge of the Loan Parties, threatened litigation against the Loan Parties or any of their Subsidiaries or respective parties heretoassets in any court or administrative forum (i) which could reasonably be expected to have a Material Adverse Effect or (ii) that involves this Agreement or any other Loan Document. (11) Receipt and satisfaction by the Administrative Agent and Lenders of all legal due diligence and business due diligence (including, without limitation, due diligence related to third party reports, as well as due diligence related to maximum historical exposure and forward-looking business implications of any existing litigation), and the Administrative Agent and Lenders shall be reasonably satisfied with the Loan Parties’ capital, legal and organizational structure. (12) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Loans and the consummation of the transactions contemplated hereby have been obtained and are in full force and effect. (b13) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory The amendment to the Administrative Agent shall have been provided to Super-Priority Credit Agreement and a consent under the Administrative Agent. (c) The New [Borrower][Guarantor] (and Closing Date Intercreditor Agreement, in each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentcase, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. (14) [Reserved]. (15) The Amendment and Restatement Date shall have occurred no later than 11:59 p.m. (New York time) on August 14, 2024. (16) With respect to the Polish Obligor: (ia) Certificate A copy of Legal Existence the constitutional documents of the Polish Obligor; (b) A copy of a resolution of the shareholders meeting, supervisory board (if any) and Good Standingmanagement board of the Polish Obligor approving the terms of, if applicableand the transactions contemplated by, issued the Loan Documents (including any amendment thereto) to which it is a party and resolving that it execute the Loan Documents (including any amendment thereto) to which it is a party; (c) A copy of any power-of-attorney authorizing any person to execute on behalf of the Polish Obligor any Polish Security Agreement or any amendment agreement to any Polish Security Agreement (unless already provided); (d) A specimen of the signature of each person authorized by the Secretary of the State of its incorporation resolution referred to in paragraph (b) above and which signed any Polish Security Agreement or organization.any amendment agreement to any Polish Security Agreement (unless already provided); and (iie) A certificate of an authorized officer signatory of the due adoptionPolish Obligor certifying that each copy document relating to it specified in this Section 4.01 is correct, continued effectivenesscomplete and in full force and effect as at a date no earlier than the date of this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 9.03, and setting forth the text, for purposes of each corporate resolution adopted in connection determining compliance with the assumption of obligations under conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed notice from such Lender prior to the Administrative Agent, the Collateral Agent proposed Amendment and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestRestatement Date specifying its objection thereto. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder Agreement shall be effective upon satisfaction of the conditions precedent that: (i) each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Administrative Agent shall have received copies of the Advisory Agreements and such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement, each in form and substance satisfactory to the Administrative Agent; (ii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by any Borrower Party or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect; (iii) each Borrower Party’s underwriting, servicing, collection, operating, and reporting procedures and systems are satisfactory to the Administrative Agent in its sole discretion; (iv) a satisfactory review by the respective parties heretoAdministrative Agent of all organizational documents and material contracts of each Borrower Party (including, and shall be in full force and effect.without limitation, the Advisory Agreements); (bv) All action a satisfactory review by the Administrative Agent of business, financial, legal, tax and accounting due diligence relating to transactions contemplated hereby, each Borrower Party and the transactions contemplated hereunder are satisfactory to the Administrative Agent in its sole discretion; (vi) in the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or material disruption after October 20, 2011 in the financial, banking or commercial loan or capital markets generally; (vii) the Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; (viii) a satisfactory due diligence review by the Administrative Agent of each Loan submitted for consideration in the initial Collateral Portfolio; (ix) the Administrative Agent and each Institutional Lender shall have received each required approval (including, without limitation, from its internal credit committee); (x) the Administrative Agent and the Lenders shall have received the fees (including fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the part Closing Date referred to herein or in any other Transaction Document; (xi) since October 20, 2011, no material adverse change has occurred in the financial condition of the New [Borrower][Guarantor] Equityholder, the Seller, any Borrower Advisor or the Borrower or in any material portion of the assets in the initial Collateral Portfolio; (xii) the Administrative Agent shall have received satisfactory evidence that the Seller, the Borrower and the other Loan Parties necessary for Collateral Manager have obtained all required consents and approvals of all Persons to the valid execution, delivery and performance by the New [Borrower][Guarantor] of this Agreement and the other Loan Parties Transaction Documents to which it is a party and the consummation of this Joinder the transactions contemplated hereby or thereby; (xiii) the Collateral Manager and all other documentation, instruments, the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit P; (xiv) the Borrower and agreements to be executed in connection herewith the Collateral Manager shall have been duly delivered to the Administrative Agent a certification that no Unmatured Event of Default, Event of Default or Collateral Control Event has occurred and effectively taken and evidence thereof reasonably satisfactory to is continuing; (xv) the Administrative Agent shall have been provided received (i) the customary executed legal opinion or opinions of Dechert LLP, counsel to the Administrative Agent. Borrower and the Collateral Manager, covering enforceability, grant and perfection of the security interests on the Collateral Portfolio and non-consolidation of the Borrower and (cii) The New [Borrower][Guarantor] (and bring-down legal opinions of Dechert LLP covering the enforceability of the Advisory Agreements as of the Closing Date, in each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentcase, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (xvi) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent:; (ixvii) Certificate each Lender shall have received a duly executed copy of Legal Existence and Good Standingits Variable Funding Note, if applicable, issued by in a principal amount equal to the Secretary Commitment of such Lender; (xviii) the UCC-1 financing statement is in proper form for filing in the filing office of the State of its incorporation or organization.appropriate jurisdiction; (iixix) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion secretary’s certificate of each of the New [Borrower][Guarantor]'s counselCollateral Manager and the Borrower that includes a copy of the resolutions (or other authorizing instruments, addressed if applicable), in form and substance satisfactory to the Administrative Agent, of the Collateral Agent Board of Directors (or similar governing or managing body) of such Person authorizing (i) the execution, delivery and performance of this Agreement and the other Credit PartiesTransaction Documents to which it is a party, covering such matters relating (ii) in the case of the Borrower, the borrowings contemplated hereunder, and (iii) in the case of the Borrower, the granting by it of the Liens created pursuant to the New [Borrower][Guarantor]Transaction Documents, certified by the Loan Documents and/or Secretary or an Assistant Secretary (or other authorized Person) of such Person as of the transactions contemplated thereby as Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent may reasonably request.and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (exx) The Collateral the Administrative Agent shall have received all documents a certificate of each of the Collateral Manager and instrumentsthe Borrower, including UCC financing statements dated the Closing Date, as to the incumbency and Blocked Account Agreementssignature of the officers of such Person executing any Transaction Document, required by Law or reasonably requested by which certificate shall be which certification shall be included in the certificate delivered in respect of such Person pursuant to Section 3.1(a)(xi) and satisfactory in form and substance to the Administrative Agent or and shall be executed by an Authorized Person of such Person; (xxi) the Administrative Agent shall have received true and complete copies of the organizational documents of each of the Collateral Agent Manager and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or other authorized Person) of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to create or perfect the Lien intended Section 3.1(a)(xix) and shall be in form and substance satisfactory to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent.; (fxxii) The the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each of the Collateral Manager and the Borrower (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; (xxiii) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all insurance policies filings, recordings, registrations and endorsements required under the Loan Documents (other actions, including, without limitation, lender's loss payable endorsementsthe filing of duly executed financing statements on form UCC-1 necessary or, additional insured endorsements and notice in the opinion of cancellation endorsements) the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been obtained completed; (xxiv) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and are in effecttax lien filings which may have been filed with respect to personal property of the Borrower, including and bankruptcy and pending lawsuits with respect to the New [Borrower][Guarantor]Borrower and the results of such search shall be satisfactory to the Administrative Agent; and (xxv) the Borrower shall have received the executed legal opinion or opinions of ▇▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Custodian and the Account Bank, covering enforceability of the Transaction Documents to which the each such Person is a party. (gb) All reasonable fees By its execution and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation delivery of this Joinder and related documents (including Agreement, the reasonable fees and expenses Borrower hereby certifies that each of counsel the conditions precedent to the Agents) shall effectiveness of this Agreement set forth in this Section 3.01 have been paid in full by the New [Borrower] [Guarantor]satisfied. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Amendment is subject to the satisfaction (or waiver) of the following conditions precedent has been fulfilled to (the reasonable satisfaction of date on which all such conditions precedent are satisfied (or waived), the Administrative Agent:“Amendment Effective Date”): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided received counterparts to this Amendment executed by the Borrower, the Guarantors (including each Joining Guarantor), each of the Lenders (including the Exiting Lender) and the Administrative Agent; (b) the Administrative Agent shall have received an officer’s certificate dated the Amendment Effective Date, certifying as to the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the resolutions of the governing body of each Loan Party, the good standing, existence or its equivalent of each Loan Party and of the incumbency (including specimen signatures) of the Responsible Officers of each Loan Party; (c) the Administrative Agent shall have received opinions of counsel for the Borrower and each Joining Guarantor, dated the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent.; (cd) The New [Borrower][Guarantor] no Event of Default shall have occurred and be continuing or would result after giving effect to this Amendment; (e) each of the representations and each warranties contained in Article V of the Credit Agreement (as amended hereby) and the other Loan PartyDocuments is true and correct in all material respects on and as of the Amendment Effective Date, except (1) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (2) as to any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect,” or similar language, such representation or warranty shall be true and correct (after giving effect to any qualification therein) in all respects and (3) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (f) the Borrower shall have paid in full all fees and expenses (including all reasonable and documented fees, expenses and disbursements of counsel to the Administrative Agent, directly to such counsel if requested by the Administrative Agent) shall each have delivered the following due and payable to the Administrative AgentAgent or its affiliates (including all upfront fees and other fees payable to the Administrative Agent for the account of itself and for the account of the Lenders); (g) receipt by the Administrative Agent and the Lenders of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, the Beneficial Ownership Regulation, that has been requested not less than five Business Days prior to the Amendment Effective Date; (h) the Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent: : (iA) Certificate searches of Legal Existence and Good Standing, if applicable, issued by UCC filings or equivalents in the Secretary jurisdiction of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoptionformation, continued effectiveness, and setting forth the textas applicable, of each corporate resolution adopted Loan Party and each jurisdiction where a filing would need to be made in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting order to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to perfect the Administrative Agent’s security interest in the Collateral, copies of the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements on file in such jurisdictions and Blocked Account Agreementsevidence that no Liens exist other than Permitted Liens, required by Law or (B) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright and other filings as reasonably requested by the Administrative Agent in order to perfect or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction confirm perfection of the Administrative Agent.’s security interest in the Intellectual Property; and (fi) The such other assurances, certificates, documents, information, or consents as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require. Without limiting the generality of the provisions of Section 9.03(c) of the Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect from such Lender prior to the New [Borrower][Guarantor]Amendment Effective Date specifying its objection thereto. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective until when each of the following conditions precedent has been fulfilled to shall be satisfied (the reasonable satisfaction date of such effectiveness, the Administrative Agent:“Sixth Amendment Effective Date”): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided received each of the following, each of which shall be originals, telecopies, other electronic image scan transmission (e.g., “pdf” or “tif” via electronic mail) or DocuSign® electronic signature, subject to Section 10.10 of the Administrative Agent. Credit Agreement (cfollowed promptly by originals) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested unless otherwise specified or permitted by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative AgentCredit Agreement : (i) Certificate of Legal Existence and Good Standingthis Amendment, if applicable, issued duly executed by the Secretary of Borrower, the State of its incorporation or organization.Guarantors, the Agent, and Lenders constituting the Required Lenders; (ii) A a certificate of an authorized officer signed by a Responsible Officer of the due adoption, continued effectiveness, Borrower certifying that (1) the representations and setting forth the text, warranties contained in Article V of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan DocumentsDocuments are true and correct in all material respects on and as of the Sixth Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and attesting to in the case of any representation and warranty qualified by materiality, they shall be true signatures and correct in all respects, and (2) no Default or Event of each Person authorized Default exists as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.Sixth Amendment Effective Date; and (db) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties Agent in connection with the preparation and negotiation of this Joinder Amendment and related documents (including the reasonable fees and expenses of counsel to the AgentsAgent) that have been invoiced at least two Business Days prior to the date hereof shall have been paid in full by the New [Borrower] [Guarantor]Borrower in accordance with terms of Section 10.04 of the Credit Agreement. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be effective until each on the Fourth Amendment Effective Date upon the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to received counterparts of this Agreement duly executed by the Company, the Designated Borrowers, the Guarantors, the Required Lenders, all Lenders (other than the Term A-3 Lenders), the Administrative Agent and the L/C Issuer; and (b) the Administrative Agent. (c) The New [Borrower][Guarantor] (, for the benefit of the Administrative Agent and each other Loan Partythe Lenders, shall have received all fees due and payable in connection with this Agreement that are required to be paid on or before the Fourth Amendment Effective Date and, to the extent requested invoiced at least two (2) Business Days prior to the Fourth Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Administrative AgentBorrowers hereunder and under the Amended Credit Agreement. Without limiting the generality of Section 9.03(c) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Existing Credit Agreement, for purposes of determining compliance with the Security Agreement conditions specified in this Section 2, each of the Lenders and the L/C Issuer that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other Loan Documents, and attesting matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender or the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of L/C Issuer unless the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of notice from such Lender or the New [Borrower][Guarantor]'s counsel, addressed L/C Issuer prior to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestproposed Fourth Amendment Effective Date specifying its objection thereto. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date (the “Effective Date”) on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder Except as disclosed in filings made by the Company with the Securities and Exchange Commission, press releases and other public disclosures prior to the date hereof, there shall have been duly executed and delivered by the respective parties heretooccurred no Material Adverse Change since December 31, and shall be in full force and effect2012. (b) All action on There shall exist no action, suit, investigation, litigation or proceeding affecting the part Company or any of its Subsidiaries pending or, to the knowledge of the New [Borrower][Guarantor] and Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the other Loan Parties necessary for matters described on Schedule 3.01(b) hereto (the valid execution“Disclosed Litigation”) or (ii) purports to affect the legality, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties validity or enforceability of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to Agreement or any Note or the Administrative Agent shall have been provided to consummation of the Administrative Agenttransactions contemplated hereby. (c) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (d) The New [Borrower][Guarantor] Company shall have notified each Lender and the Agent in writing as to the proposed Effective Date. (e) The Company shall have paid all accrued and invoiced fees and expenses of the Agent and the Lenders (including the accrued and invoiced fees and expenses of counsel to the Agent). (f) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each other Loan PartyLender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (g) The Agent shall have received on or before the Effective Date the following, each dated the Effective Date, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) Certified copies of the Administrative Agentresolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Notes. (iii) shall each have A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) A favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President and General Counsel of the following to Company, substantially in the Administrative form of Exhibit E hereto. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until on the Effective Date so long as each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (ai) This Joinder no material adverse change shall have occurred in the assets, business or prospects of Loan Parties and their Subsidiaries determined on a consolidated basis since the date of Agent’s latest field examination (not including for this purpose the field review referred to in clause (b) below) and (ii) no change or event shall have occurred which would impair the ability of Loan Parties and their Subsidiaries to perform their obligations hereunder or under any of the other Financing Agreements to which they are parties or of any Agent Party to enforce the Obligations or realize upon the Collateral, taken as a whole; (b) the Excess Availability as determined by Agent (based on the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in accordance with Section 7.1(a)(i) herein), as of the Effective Date, shall be not less than $40,000,000.00 after giving effect to (i) all Loans made or to be made and the Letter of Credit Accommodations issued or to be issued prior to or in connection with the closing of the transactions hereunder, and (ii) payment of all fees and expenses in connection with the transactions under this Agreement and the other Financing Agreements; (c) Agent shall have received evidence, in form and substance satisfactory to Agent, that the Agent has a valid perfected first priority security interest in all of the Collateral subject to the senior liens and other encumbrances permitted hereunder; (d) Agent shall be satisfied that no investigation, litigation or other proceedings shall be pending or threatened against any Loan Party or any Subsidiary of any Loan Party which could have a Material Adverse Effect in the reasonable determination of Agent; (e) Term Loan Agent and Agent shall have received a certificate from the chief financial officer of the Parent dated as of the Effective Date certifying that (i) the Parent and (ii) Parent and its Subsidiaries, on a consolidated basis, in each case after giving effect to the extensions of credit hereunder (including the Term Loans), are Solvent; (f) Term Loan Agent and Agent shall have received, to the extent requested, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act; (g) the Financing Agreements and all other instruments, documents, certificates, opinions, agreements, information and records listed on Schedule 4.1 shall have been duly executed and and/or delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:; and (ih) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel required to be paid on the Effective Date pursuant to the Agents) terms of the Financing Agreements and the CSFB Engagement Letter shall have been paid in full by the New [Borrower] [Guarantor]Borrowers. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective unless and until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of or waived by the Administrative Agent:Agent (the date of such fulfillment or waiver, the “Fourth Amendment Effective Date”): (a) This Joinder Amendment shall have been duly executed and delivered to the Administrative Agent by the respective parties heretoBorrower, the Lenders and shall be in full force and effect.the Administrative Agent; (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed As determined in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.’s reasonable discretion, there has not been any Material Adverse Change; (c) The New [Borrower][Guarantor] (representations and each other Loan Partywarranties in Section 6 of this Amendment, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary Section 7 of the State of its incorporation Credit Agreement and elsewhere in the Loan Documents shall be true, correct and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or organization. (ii) A certificate of an authorized officer of modified by materiality in the due adoption, continued effectivenesstext thereof, and setting forth the textprovided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.such date; (d) No Default shall have occurred and be continuing; (e) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counselsuch other documents, addressed to the Administrative Agent, the Collateral Agent instruments and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby agreements as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or are reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent.; and (f) The Borrower shall have paid all costs, fees and expenses of the Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents Lenders (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, Cuatrecasas, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, S.L.P., Chiomenti Studio Legale and Walkers (BVI) as outside counsel to the AgentsAdministrative Agent and the Lenders, and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as outside counsel to Al-Rayyan Holding LLC) shall have been paid in full by incurred through the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered date of this Amendment, to the Agents such additional documents, instruments, and agreements extent invoiced (or as to which a good faith estimate has been provided to the Administrative Agent or Borrower) at least two (2) Business Days prior to the Collateral Agent may reasonably requestdate of this Amendment.

Conditions Precedent to Effectiveness. This Joinder The effectiveness of this Agreement and the obligations of each Term Lender to fund its respective Loans on the Closing Date shall not be effective until each subject to the satisfaction of the following conditions precedent has been fulfilled to (the reasonable satisfaction of first Business Day on which such conditions precedent are so satisfied, the Administrative Agent:“Closing Date”): (a) This Joinder The Agent shall have been received duly executed counterparts of this Agreement from the Borrower, each Lender as of the Closing Date and delivered by the respective parties hereto, and shall be in full force and effectAgent. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received on or before the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to Closing Date the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate A certificate of Legal Existence the Secretary, Assistant Secretary or other Responsible Officer of each Loan Party dated the Closing Date and Good Standingcertifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Closing Date and at all times since the date of the resolutions described in clause (B) below, if applicable(B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or comparable governing body) of such Loan Party authorizing the execution and delivery of the Loan Documents to which such Loan Party is a party and the performance of its obligations thereunder including, issued in the case of the Borrower, the Borrowing under the Term Facility, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a certified copy of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of such Loan Party as in effect on the Closing Date, certified as of a recent date by the Secretary of State (or comparable entity) of the State jurisdiction of its incorporation or organization, as applicable, (D) that attached thereto is a certificate as to the good standing (where such concept is applicable) of such Loan Party as of a recent date, from the Secretary of State (or comparable authority) of the jurisdiction of its incorporation or organization, as applicable, and (E) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (ii) A certificate of an authorized another Responsible Officer (or in the event the applicable Loan Party only has one Responsible Officer, any other officer of such Loan Party) as to the due adoptionincumbency and specimen signature of the Secretary, continued effectivenessAssistant Secretary or Responsible Officer executing the certificate pursuant to clause (i) above. (iii) A favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, and setting forth counsel for the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement Borrower and the other Loan DocumentsParties, and attesting dated as of the Closing Date, addressed to the true signatures of Administrative Agent, the Collateral Agent and each Person authorized as a signatory Lender in form and substance reasonably satisfactory to 4 Include only for joinders of guarantors. any of the Agent and covering such other matters relating to the Loan DocumentsDocuments and the Transactions as the Agent shall reasonably request. (iv) Any Notes, together with true to the extent requested at least three (3) Business Days prior to the Closing Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a Notice of Borrowing as required under Section 2.02 and accurate copies of all Organization Documents.in the form attached hereto as Exhibit B. (d) The Administrative Agent shall have received a written legal opinion solvency certificate from a Financial Officer of the New [Borrower][Guarantor]'s counsel, addressed to Borrower in the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby form attached hereto as the Administrative Agent may reasonably request.Exhibit E. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, All fees required by Law or reasonably requested to be paid by the Administrative Agent Borrower hereunder or as separately agreed by the Borrower and any of the Arrangers or the Collateral Agent to create Lenders, in each case on or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded prior to the satisfaction Closing Date, and, to the extent invoiced at least three (3) Business Days prior to the Closing Date, all invoiced expenses of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents Arrangers relating hereto (including the reasonable fees and expenses those of counsel to the Agents) Agent and the Arrangers), shall have in each case been paid in full by (which amounts may be offset against the New [Borrower] [Guarantor]proceeds of the Loans on the Closing Date). (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each Unless waived by all of the Lenders, the effectiveness of this Agreement is subject to fulfillment of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and The Lenders shall be satisfied, in full force and effecttheir reasonable discretion, with the Borrowers’ financial condition, Property, business, affairs or prospects as of the effective date. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith The Borrowers shall have been duly executed and effectively taken and evidence thereof reasonably satisfactory delivered to the Administrative Agent shall have been provided and the Documentation Agent on behalf of the Lenders all of Borrowers’ Loan Documents, in form and substance satisfactory to the Administrative AgentLenders. (c) The New [Borrower][Guarantor] (and each other Loan Party, Except to the extent requested by that financing statements and lien filings already have been filed, the Administrative Agent) Borrowers shall each have delivered such financing statements and lien filings as the following Collateral Agent or the Lenders shall request to record and perfect the Liens granted to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary Collateral Agent on behalf of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations Lenders under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documentssubject only to Permitted Liens. (d) The Administrative Agent shall have received a written legal opinion certificate of a duly authorized officer of the New [Borrower][Guarantor]'s counselCompany, addressed certifying to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating Lenders that (1) no Default or Event of Default exists to the New [Borrower][Guarantor]best of the knowledge of the officer executing the certificate, (2) the representations and warranties set forth in Article V hereof are true and correct in all material respects, (3) the Borrowers have complied with all agreements and conditions to be complied with by them under the Loan Documents and/or by such date, (4) no Borrower has any outstanding Debt, Contingent Liability, or Lien (other than a Permitted Lien) on any of its assets, except as expressly permitted under this Agreement, (5) no Borrower has any or any tax lien or judgment that with notice or lapse of time or both could ripen into an Event of Default hereunder, and (6) there has been no Material Adverse Change in the transactions contemplated thereby business, assets, or prospects of the Borrowers considered as the Administrative Agent may reasonably requesta whole. (e) The Collateral Administrative Agent and the Documentation Agent shall have received a certificate of the secretary, manager, member, or general partner, as applicable, of each of the Borrowers, certifying (1) that each such Borrower is duly organized, validly existing and in good standing in its jurisdiction of organization, and is duly qualified and in good standing in all other appropriate jurisdictions, (2) that its articles of incorporation, bylaws or other organizational documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by as heretofore delivered to the Administrative Agent and the Documentation Agent remain true and complete, and in full force and effect, without amendment, (3) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or the Collateral Agent revoked, and constitute all resolutions adopted with respect to create or perfect the Lien intended to be created under the Security Documents this loan transaction, and all such documents and instruments shall have been so filed, registered or recorded (4) to the satisfaction incumbency, name and signature of each officer or representative authorized to sign the Loan Documents on behalf of the Administrative Agententity. The Lenders may conclusively rely on this certificate until they are otherwise notified by Borrowers in writing. (f) The Administrative Agent shall have received evidence an opinion of counsel to the Borrowers, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, (1) to the effect that all insurance policies the Borrowers have full power and endorsements required under authority to execute and deliver the Loan Documents; (2) to the effect that the Loan Documents constitute the legal, valid and binding respective obligations of the Borrowers, enforceable in accordance with their terms; and (including3) as to such other matters, and otherwise in form and substance, satisfactory to the Lenders; provided, however, that in view of opinions rendered recently by counsel to the Borrowers, such counsel shall be entitled to assume, without limitationinquiry, lender's loss payable endorsementsthat all Borrowers are duly organized, additional insured endorsements validly existing, and notice in good standing in their respective jurisdictions of cancellation endorsements) have been obtained organization and are duly qualified and in effect, including with respect to the New [Borrower][Guarantor]good standing in all other appropriate jurisdictions. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) The Administrative Agent shall have been paid in full by the New [Borrower] [Guarantor]received or shall have on file evidence of insurance as required under Sections 4.05 and 6.09 hereof. (h) There shall be no action, suit, investigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Body that purports (1) to represent a Material Adverse Change, or (2) to materially affect any transaction contemplated hereby or the ability of the Borrowers taken as a whole to perform their respective obligations under the Loan Documents. All proceedings of the Borrowers taken in connection with the transactions contemplated hereby, and all documents incidental thereto, shall be satisfactory in form and substance to the Lenders. The Loan Parties Administrative Agent, the Collateral Agent, and each Lender shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent received copies of all documents or the Collateral Agent other evidence that it may reasonably requestrequest in connection with such transactions.

Conditions Precedent to Effectiveness. This Joinder The Effective Date shall not be effective until occur on the date on which the Lender shall have received each of the following conditions precedent has been fulfilled following, each dated the date hereof unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the reasonable satisfaction of the Administrative AgentLender: (a) This Joinder shall have been this Agreement, duly executed and delivered by the respective parties hereto, Borrower and shall be in full force and effect.Sonus Corp.; (b) All action on the part of the New [Borrower][Guarantor] Security Agreement, duly executed and the other Loan Parties necessary for the valid execution, delivery and performance delivered by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentationBorrower, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and together with evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to Lender of the Administrative Agent.effectiveness and perfection of the Liens contemplated thereby; (c) The New [Borrower][Guarantor] (the Note, duly executed and each other Loan Party, to the extent requested delivered by the Administrative Agent) shall each have delivered Borrower for the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary account of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.Lender; (d) The Administrative Agent shall have received a written legal opinion copy of the New [Borrower][Guarantor]'s counselSales Agreement, addressed to duly executed and delivered by the Administrative Agent, the Collateral Agent Borrower and the other Credit Partiesparties thereto; (e) the Collateral Account Agreement, covering such matters relating duly executed and delivered by the Borrower and the other parties thereto; (f) the Subsidiary Guaranty and the Subsidiary Security Agreement, duly executed and delivered by the Initial Acquisition Subsidiary and the other parties thereto, together with evidence satisfactory to the New [Borrower][Guarantor]Lender of the effectiveness and perfection of the Liens contemplated thereby; (g) a Certificate of the Secretary of each Obligor as to (i) no amendments to the certificate of incorporation or bylaws since the date of the last amendment; (ii) no liquidation or dissolution proceedings; (iii) attached copy of certificate of incorporation and resolutions of the board of directors; and (iv) incumbency and signatures of officers; and (h) such additional documents, the Loan Documents and/or the transactions contemplated thereby information and materials as the Administrative Agent Lender may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Notwithstanding the date of execution or delivery of this Agreement, this Agreement shall not be effective until each upon the satisfaction of the following conditions precedent has been fulfilled to (the reasonable satisfaction “Sixth Amendment Effective Date”), each of the Administrative Agent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and which shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative AgentLenders in Lenders’ sole and absolute discretion: 10.1 Borrower shall have delivered to Agent, and Agent shall have accepted, an executed original of this Agreement; 10.2 Borrower shall have paid to Agent, for the benefit of the Lenders, (i) Certificate the costs and expenses of Legal Existence Agent and Good Standing, if applicable, issued the Lenders incurred by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted it in connection with the assumption transactions contemplated hereby and (ii) the reasonable legal costs of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties Lenders in connection with the preparation and negotiation of this Joinder Agreement; 10.3 All representations and related documents warranties made by Borrower under this Agreement shall be true and correct in all material respects (including the reasonable fees and expenses of counsel except to the Agentsextent already qualified by materiality, in which case they shall be true and correct in all respects) as of the respective dates, and to the extent, indicated in Section 7 above; 10.4 All corporate proceedings taken in connection with the transactions contemplated by this Agreement and other legal matters incident thereto shall be satisfactory to Agent; 10.5 Borrower shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties delivered to Agent, and Agent shall have accepted, the unconditional guaranty, guarantor certification and security agreement, in the forms of Exhibits A, B and C to this Amendment duly executed and by ReserveAmerica Inc.; 10.6 Borrower shall have delivered to the Agents such additional documents, instrumentsAgent, and agreements Agent shall have accepted, the acknowledgment and reaffirmation of guaranty in the form of Exhibit D to this Amendment duly executed by Automated License Systems, Inc.; and 10.7 Borrower shall have delivered to Agent, and Agent shall have accepted, a Warrant to purchase Common Stock of Borrower, in the form attached hereto as the Administrative Agent or the Collateral Agent may reasonably requestExhibit E, duly executed by Borrower.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be become effective until each on and as of the following conditions precedent has been fulfilled date (the "AMENDMENT EFFECTIVE DATE") that the Purchaser shall have received the following, each dated such date (unless otherwise specified), in form and substance satisfactory to the reasonable satisfaction of the Administrative Agent:Purchaser (unless otherwise specified): (a) This Joinder shall have been duly executed Certified copies of (i) the resolutions of the Board of Directors of each Obligor approving this Amendment and delivered by the respective parties heretomatters contemplated hereby and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and shall be in full force and effectthe matters contemplated hereby. (b) All action on the part A certificate of the New [Borrower][Guarantor] Secretary or an Assistant Secretary of each Obligor certifying the names and true signatures of the officers of such Obligor authorized to sign this Amendment and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements documents to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agentdelivered hereunder. (c) The New [Borrower][Guarantor] Counterparts of this Amendment executed by each Obligor. (and each other Loan Party, d) A new Note (the "NEW NOTE") in the form of Exhibit A to the extent requested Note Purchase Agreement in the principal amount equal to $2,000,000 duly executed by the Administrative Agenteach Obligor. (e) shall Favorable opinions of counsel for each have delivered the following to the Administrative Agent, Obligor in form and substance reasonably satisfactory to the Administrative AgentPurchaser to the effect, among other things, that: (i) Certificate of Legal Existence Each Obligor is a corporation duly organized, validly existing and Good Standing, if applicable, issued by in good standing under the Secretary laws of the State jurisdiction of its incorporation or organizationincorporation. (ii) A certificate of an authorized officer of This Amendment and the due adoptionNew Note have been duly authorized, continued effectivenessexecuted and the New Note and the Note Purchaser Agreement, as amended by this Amendment, are the legal, valid and setting forth the text, binding obligation of each corporate resolution adopted Obligor, enforceable against such Obligor in connection accordance with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agentits terms. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under A certificated signed by a duly authorized officer of the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor].Company stating that: (gi) All reasonable fees The representations and Credit Party Expenses incurred warranties contained in Section 3 hereof and in each Note Document are correct on and as of the date of such certificate as though made on and as of such date other than any such representations or warranties that, by their terms, refer to a date other than the Agents and the other Credit Parties in connection with the preparation and negotiation date of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor].such certificate; and (hii) The Loan Parties shall have executed No event has occurred and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably requestis continuing that constitutes a Default.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be become effective until each of on the first date (the “Amendment Effective Date”) on which all the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentare satisfied: (a) This Joinder The Administrative Agent (or its counsel) shall have been duly executed and delivered by the respective parties received from each party hereto, including Lenders constituting the “Required Lenders” under and shall be as defined in full force and effectthe Existing Credit Agreement, a counterpart of this Amendment signed on behalf of such party. (b) All action Immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative AgentAmendment Effective Date. (c) The New [Borrower][Guarantor] representations and warranties contained in Section 3 of this Amendment and in Article 3 of the Existing Credit Agreement shall be true and correct in |US-DOCS\146475368.9|| all material respects on and as of the date hereof, except that (i) for purposes of this Section 2(c), the representations and each other Loan Partywarranties contained in Section 3.04(a) of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Section 5.01(a) or Section 5.01(b) of the Existing Credit Agreement (subject, in the case of unaudited financial statements furnished pursuant to Section 5.01(b) of the Existing Credit Agreement, to year-end audit adjustments and the absence of footnotes), (ii) to the extent requested by that such representations and warranties in Article 3 of the Administrative Agent) shall each have delivered the following Existing Credit Agreement specifically refer to the Administrative Agent“Effective Date” (as defined in the Existing Credit Agreement), in form and substance reasonably satisfactory other than with respect to the Administrative Agent: (i) Certificate of Legal Existence Section 3.13, such references shall be deemed to refer to the Amendment Effective Date and Good Standing, if applicable, issued by the Secretary shall be true and correct in all material respects as of the State of its incorporation or organization. Amendment Effective Date and (iiiii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures extent that such representations and warranties are already qualified or modified by materiality or words of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of similar effect in the Loan Documentstext thereof, together with they shall be true and accurate copies of correct in all Organization Documentsrespects. (d) The Lenders party hereto and the Administrative Agent shall have received a written legal opinion on or before the Amendment Effective Date payment of all expenses required to be reimbursed by the New [Borrower][Guarantor]'s counselBorrower under that certain Engagement Letter, addressed to the Administrative Agentdated as of November 27, the Collateral Agent 2023, and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall for which invoices have been so filed, registered or recorded presented at least one (1) Business Day prior to the satisfaction of the Administrative AgentAmendment Effective Date. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The amendments contained in Article 2 of this Amendment shall not be effective until each of the date (such date, the “Amendment Effective Date”) that the following conditions precedent has have been fulfilled to satisfied or waived by the reasonable satisfaction of the Administrative AgentRequired Lenders: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received copies of this Amendment executed by the Loan Parties, the Lenders, the Collateral Agent, the L/C Issuer and the Administrative Agent. (b) The Administrative Agent shall have received from the Loan Parties in immediately available funds (i) an extension fee for each Lender (other than Deutsche Bank, AG, New York Branch) in the amount of [***]% of the Commitment of such Lender and (ii) the fees specified to be paid to Deutsche Bank AG, New York Branch, in the fee letter dated on or about the date hereof between the Borrowers and Deutsche Bank AG, New York Branch. (c) The Administrative Agent shall have received from the Loan Parties in immediately available funds the fee specified to be paid to Deutsche Bank AG, New [Borrower][Guarantor] York Branch, in the fee letter dated the date hereof between the Borrowers and Deutsche Bank AG, New York Branch. (d) The Borrowers shall have paid all fees, costs and each expenses of the Administrative Agent and the Lenders incurred in connection with the execution and delivery of this Amendment (including fees and out-of-pocket expenses of the counsel and other Loan Party, to the extent requested advisors or consultants retained by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization). (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (de) The Administrative Agent shall have received a written legal opinion certificate of a Responsible Officer of each Loan Party dated the New [Borrower][Guarantor]'s counselAmendment Effective Date, addressed in form and substance acceptable to the Administrative Agent, attaching and certifying as true, correct and complete: (i) the Collateral Agent and the other Credit PartiesOrganization Documents of each Loan Party (which, covering such matters relating to the New [Borrower][Guarantor]extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (ii) the resolutions or other authorizations of the governing body of each Loan Documents and/or Party certified as being in full force and effect on the transactions contemplated thereby Amendment Effective Date, authorizing the execution, delivery and performance of this Amendment and any instruments or agreements required hereunder, (iii) a certificate of good standing, existence or its equivalent of each Loan Party certified as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested of a recent date by the Administrative Agent or appropriate Governmental Authority and (iv) the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction incumbency (including specimen signatures) of the Administrative AgentResponsible Officers of each Loan Party. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under an opinion or opinions of counsel for the Loan Documents (includingParties, without limitation, lender's loss payable endorsements, additional insured endorsements dated the Amendment Effective Date and notice of cancellation endorsements) have been obtained and are in effect, including with respect addressed to the New [Borrower][Guarantor]Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel The Administrative Agent shall have received at least three Business Days prior to the Agents) shall have been paid Amendment Effective Date from any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation a Beneficial Ownership Certification in full by the New [relation to such Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The effectiveness of this Agreement and the obligations of each Tranche B Lender and Increasing Term Lender to fund the Tranche B Incremental Loans and the Term Advance Increase, respectively, shall not be effective until each subject to the satisfaction of the following conditions precedent has been fulfilled to (the reasonable satisfaction of first Business Date on which such conditions precedent are so satisfied, the Administrative Agent:“Tranche B Effective Date”): (a) This Joinder The Agent shall have been received duly executed counterparts of this Agreement and delivered each of the other Loan Documents requested by the respective parties heretoAgent from the Borrower, each other Loan Party party thereto and the Agent. (b) The Administrative Agent shall have received on or before the Tranche B Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for any Notes) in sufficient copies for each Lender: (i) A certificate of the Secretary or Assistant Secretary of each Loan Party dated the Tranche B Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or comparable organizational document) of such Loan Party as in effect on the Tranche B Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or comparable governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Loan Party is a party and, in the case of the Borrower, the Borrowing under the Tranche B Incremental Facility and the Term Advance Increase, and shall be that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation (or comparable organizational document) of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (iii) below and (D) as to the incumbency and specimen signature of each Responsible Officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party. (bii) All action A certificate of another Responsible Officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (i) above. (iii) Certified copies of the certificate or articles of incorporation (or comparable organizational document), including all amendments thereto, of each Loan Party as in effect on the part Tranche B Effective Date, certified as of a recent date by the Secretary of State (or comparable entity) of the New [Borrower][Guarantor] jurisdiction of its organization, and a certificate as to the good standing (where such concept is applicable) of each Loan Party as of a recent date, from such Secretary of State (or comparable entity). (iv) A favorable opinion of A▇▇▇▇▇ & P▇▇▇▇▇ LLP, counsel for the Borrower and the other Loan Parties necessary for Parties, dated as of the valid executionTranche B Effective Date, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following addressed to the Administrative Agent, the Collateral Agent, the Issuing Bank and each Lender in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence Agent and Good Standingcovering such other matters relating to the Loan Documents and the Transactions as the Agent shall reasonably request, if applicable, issued by and the Secretary of the State of its incorporation or organizationBorrower hereby requests such counsel to deliver such opinion. (iiv) A certificate of an authorized officer of the due adoptionAny Notes, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures extent requested at least three Business Days prior to the Tranche B Effective Date by any Lender pursuant to Section 2.16. (c) The Administrative Agent shall have received a Notice of each Person authorized Borrowing as a signatory to 4 Include only for joinders of guarantors. any of required under Section 2.02 and in the Loan Documents, together with true and accurate copies of all Organization Documents.form attached hereto as Exhibit B. (d) The Administrative Agent shall have received a written legal opinion solvency certificate from a Financial Officer of the New [Borrower][Guarantor]'s counselBorrower in the form attached hereto as Exhibit H. (e) The Acquisition and the other Transactions shall be consummated substantially concurrently with the initial funding of the Tranche B Incremental Loans and the Term Advance Increase in accordance with the Acquisition Agreement (without any amendment, addressed modification or waiver thereof or any consent thereunder which is materially adverse to the Agent, the Arrangers or the Lenders without the prior written consent of the Agent). The Acquisition Agreement Representations shall be true and correct and the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality). The Administrative Agent shall have received a certificate, dated the Tranche B Effective Date, from a Financial Officer of the Borrower certifying compliance with this Section 3.01(e). (f) All fees required to be paid by the Borrower hereunder or as separately agreed by the Borrower and any of the Arrangers or the Tranche B Incremental Lenders or the Increasing Term Lenders and all invoiced expenses of the Agent and the Arrangers relating hereto (including those of counsel to the Agent and the Arrangers), shall have in each case been paid (which amounts may be offset against the proceeds of the Tranche B Incremental Loans and the Term Advance Increase). (g) All amounts due or outstanding in respect of Indebtedness for borrowed money of the Acquired Business existing as of the Tranche B Effective Date shall have been, or substantially simultaneously with the initial funding of the Tranche B Incremental Facility and the Term Advance Increase shall be, paid in full, all commitments in respect thereof shall have been terminated and all guarantees thereof and security therefor discharged and released. After giving effect to the Transactions and the other transactions contemplated hereby, no Loan Party (including, without limitation, the Acquired Business) shall have any outstanding Indebtedness for borrower money or preferred stock other than the Indebtedness under the Tranche B Incremental Facility and the Term Facility. (h) Since September 30, 2014, there shall not have been any event that has had or would reasonably be expected to have, individually or in the aggregate, an Acquisition Agreement Material Adverse Effect. (i) The Agent and the Arrangers shall have received: (i) audited Consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal years ended January 31, 2013, January 31, 2014 and January 30, 2015, and unaudited Consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for each fiscal quarter (other than any fourth fiscal quarter) ended after January 30, 2015 and at least 45 days prior to the Tranche B Effective Date; (ii) audited Consolidated balance sheets and related statements of income and cash flows of the Acquired Business for the fiscal years ended September 30, 2012, 2013 and 2014, and unaudited Consolidated balance sheets and related and related statements of income and cash flows of the Acquired Business for each fiscal quarter ended after September 30, 2014 and at least 45 days prior to the Tranche B Effective Date; (iii) a pro forma Consolidated balance sheet and related pro forma Consolidated statement of income of the Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial statements of the Borrower pursuant to subclause (i) above has been delivered, in each case prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statement) (the “The Pro Forma Financial Information”); and (iv) all other financial, marketing and other information reasonably requested by any Arranger in the preparation of the Information Memorandum (each of the foregoing, collectively, the “Required Information”). (j) The Agent and the Arrangers shall have received, at least five Business Days prior to the Tranche B Effective Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing at least ten calendar days prior to the Tranche B Effective Date by the Agent or the Arrangers. (k) The Administrative Agent shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.01(c) and the applicable provisions of the Security and Guarantee Documents, each of which shall be endorsed or otherwise amended to include a customary lender’s loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance reasonably satisfactory to the Agent. (l) The Collateral Agent shall have received (i) a Perfection Certificate with respect to the Loan Parties dated the Tranche B Effective Date and duly executed by a Responsible Officer of the Borrower and (ii) the results of a recent lien search made with respect to the Loan Parties in the states (or other jurisdictions) of formation of such Persons, in which the chief executive office of each such Person is located and in the other jurisdictions in which such Persons maintain property, as applicable, in each case as indicated on the Perfection Certificate referred to above, together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence reasonably satisfactory to the Collateral Agent that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 5.03(a) of this Agreement or have been or will be contemporaneously released or terminated. (m) The Security and Guarantee Documents shall have been duly executed by each Loan Party that is to be a party thereto and shall be in full force and effect on the Tranche B Effective Date. The Collateral Agent, on behalf of the Secured Parties, shall have a security interest in the Collateral of the type and priority described in each Security and Guarantee Document. (n) Each document (including any UCC financing statements but excluding any Mortgages) required by the Security and Guarantee Documents or under applicable law or reasonably requested by the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other person (subject to applicable Liens permitted under Section 5.03(a) of this Agreement), shall have been filed, registered or recorded or delivered to the Collateral Agent in proper form for filing, registration or recordation. On or prior to the Tranche B Effective Date, the Collateral Agent shall have received all Pledged Collateral (as defined in the Guarantee and the other Credit Parties, covering such matters relating Collateral Agreement) required to be delivered to the New [Borrower][Guarantor]Collateral Agent pursuant to the Guarantee and Collateral Agreement, together with undated proper instruments of assignment duly executed by the applicable Loan Documents and/or the transactions contemplated thereby Party in blank and such other instruments or documents as the Administrative Collateral Agent may reasonably request. (eo) The Other than as set forth in Section 5.01(n), (i) each of the Security and Guarantee Documents, in form and substance reasonably satisfactory to the Lenders, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 5.03(a) of this Agreement, (iii) each such Security and Guarantee Document shall have been filed and recorded in the recording office as specified on Schedule 4.01(bb) (or a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Security and Guarantee Document as a first lien on such Mortgaged Property (subject to applicable Liens permitted under Section 5.03(a) of this Agreement) shall have been received by the Collateral Agent) and, in connection therewith, the Collateral Agent shall have received all documents evidence reasonably satisfactory to it of each such filing and instrumentsrecordation and (iv) the Collateral Agent shall have received such other documents, including UCC financing statements a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and Blocked Account Agreements, required by Law or reinsurance as may be reasonably requested by the Administrative Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than Permitted Liens, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Collateral Agent Lenders. Notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to create or perfect cause the Lien intended conditions relating to the collateral and guarantee matters set forth in Section 3.01(n) and Section 3.01(o) above to be created under satisfied as of the Security Documents Tranche B Effective Date (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement, filings in the United States Patent and all such documents Trademark Office and instruments shall have been so filed, registered the United States Copyright Office or recorded the delivery of stock certificates and the security agreement giving rise to the satisfaction security interest therein), such conditions shall not be a condition precedent to the effectiveness of this Agreement on the Tranche B Effective Date, but shall be accomplished as promptly as practicable after the Tranche B Effective Date and in any event within any applicable period specified on Schedule 5.01(n) or such later date or otherwise as the Agent may agree to in its sole discretion. Without limiting the generality of the Administrative Agent. (f) The provisions of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 3.01, each Lender as of the Tranche B Effective Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and written notice of cancellation endorsements) have been obtained and are in effect, including with respect from such Lender prior to the New [Borrower][Guarantor]Tranche B Effective Date specifying its objection thereto. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date on which the following conditions precedent has have been fulfilled to satisfied (the reasonable satisfaction of the Administrative Agent:"Effective Date"): (a) This Joinder shall have been receipt by the Administrative Agent from each of the parties hereto of a facsimile or an original of a duly executed and delivered signature page of this Agreement signed by the respective parties hereto, and shall be in full force and effect.such party; (b) All action on receipt by the part Administrative Agent of the New [Borrower][Guarantor] and either (i) a duly executed counterpart of each of the other Loan Parties necessary Documents signed by each of the parties thereto or (ii) a facsimile transmission stating that such party has duly executed a counterpart of such Loan Document and sent such counterpart to the Administrative Agent; (c) receipt by the Administrative Agent of the opinions (together with any opinions of local counsel relied on therein) of Weil, Gotshal & Manges LLP, counsel for the valid Borrower and the Guarantors, and Troutman ▇▇▇▇▇rs LLP, counsel of the Borrower and the Guarantors, eac▇ ▇▇▇▇▇ a▇ ▇▇ ▇▇e Effective Date, substantially in the form of opinion attached hereto as Exhibits C (each giving a portion of such opinion) and covering such additional matters relating to the transactions contemplated hereby as the Administrative Agent or any Lender may reasonably request; (d) receipt by the Administrative Agent of a certificate (the "Closing Certificate"), dated the Effective Date, substantially in the form of Exhibit D hereto, signed by a principal financial officer of the Borrower, to the effect that (i) no Default or Event of Default has occurred and is continuing on the Effective Date and (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the Effective Date; (e) receipt by the Administrative Agent of a certificate of incumbency of the Borrower and each Guarantor (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower or each Guarantor, substantially in the form of Exhibit E hereto, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower or each Guarantor authorized to execute and deliver the Loan Documents to which the Borrower or each Guarantor is a party, and certified copies of the following items: (i) the Certificate or Articles of Incorporation of the Borrower and each Guarantor, (ii) the Bylaws of the Borrower and each Guarantor, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation and similar certificates for each Guarantor from its jurisdiction of incorporation, and (iv) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and Guarantors' execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan DocumentsDocuments to which the Borrower and each Guarantor is a party; (f) receipt by the Administrative Agent from each of the Guarantors as of the Effective Date of a duly executed counterpart of the Guaranty signed by such Guarantors; (g) execution and delivery of the Intercreditor Agreement; (h) receipt by Wachovia Bank, N.A., as the Administrative Agent, for the ratable account of the Lenders, of all distributions payable to the "Banks" pursuant to Section 4.4(b)(ii) of the Reorganization Plan, including: (i) $35,000,000 on account of all accrued and unpaid post-petition interest on the Bank Claims through the Effective Date, provided, however, that in the event the Effective Date occurs after January 15, 2002, such $35,000,000 amount shall be increased by the interest accruing on the "Allowed Bank Claims" (as defined in the Reorganization Plan), from January 15, 2002 to and including the Effective Date at a per annum rate equal to "LIBOR" plus 3.00%, as defined in and pursuant to the Bank Revolver Agreement (as defined in the Reorganization Plan), plus 3.00%, as to Lenders parties thereto, or "LIBOR", as defined in and pursuant to the Bank Term Loan Agreement (as defined in the Reorganization Plan), plus 3.50%, as to Lenders parties thereto; (ii) the Effective Date Net Cash, calculated based upon a reasonable estimate of Effective Date Net Cash by the Borrower as of such date; (iii) the Exit Financing Net Cash; and (iv) all reasonable professional fees and expenses incurred by the Banks' retained professionals, Jones, Day, Reavis & Pogue, FTI/Policano & Manzo, and attesting Duane, Morris & ▇▇▇▇sher LL▇, ▇▇ con▇▇▇▇▇on wit▇ ▇▇▇ ▇▇apt▇▇ ▇▇ Cases and all agent f▇▇▇ ▇▇▇▇ired to be paid by the true signatures of each Person authorized Borrower and the Guarantors under the Bank Credit Agreements through such time as a signatory is necessary to 4 Include only for joinders of guarantors. any of fully complete the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion implementation of the New [Borrower][Guarantor]'s counselBank Debt under the Reorganization Plan; (i) the Confirmation Order shall have been entered and all conditions precedent to the effectiveness thereof set forth in Section 10.1 of the Reorganization Plan shall have been satisfied; (j) the Administrative Agent and the Lenders shall be satisfied with (1) the terms and provisions of the Revolver Credit Agreement and related collateral and security documents, addressed and (2) any changes materially adverse to the Administrative Agent, the Collateral Agent or the Lenders in the New Subordinated Debt Documents and the other Credit PartiesReorganization Plan's distributions to holders of the GUC Claims from those described in the Reorganization Plan as filed on November 14, covering such matters relating to the New [Borrower][Guarantor]2001, the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents described in clauses (1) and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f2) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including other than with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the AgentsGUC Claims) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties executed and delivered, and conformed copies thereof shall have executed and been delivered to the Agents such additional documents, instrumentsAdministrative Agent, and agreements as all conditions precedent to the effectiveness of all such documents shall have been satisfied (other than any conditions pertaining to the execution and delivery of this Agreement and related documents), and the Administrative Agent or shall be reasonably satisfied that, upon this Agreement's becoming effective, the Reorganization Plan will be substantially consummated; (k) the execution and delivery to the Term Collateral Agent may of (1) the Pledge Agreement and the Security Agreement and (2) the Mortgages and the Real Estate Collateral Documents reasonably requestrequired by the Term Collateral Agent, together with local counsel opinions satisfactory to the Term Collateral Agent pertaining to the Mortgages; provided, however, that to the extent required consents have not been obtained from landlords of Leasehold Properties as of the Effective Date notwithstanding exercise of due diligence and reasonable commercial efforts, as contemplated in the definition of Mortgage, the Borrower shall continue to pursue such consents with due diligence after the Effective Date, but the failure to deliver Mortgages and Real Estate Collateral Documents on the Effective Date as to such Leasehold Properties shall not constitute a failure to satisfy the conditions precedent to the effectiveness of this Agreement pursuant to this Section 3.01(k); (l) the Administrative Agent and the Lenders shall have received Uniform Commercial Code searches reasonably satisfactory to the Administrative Agent and the Lenders for all locations presently occupied or used by the Borrower and its Subsidiaries; and (m) delivery (x) to the Revolver Collateral Agent of the Capital Stock of all Subsidiaries and blank stock powers satisfactory in form and substance to the Term Collateral Agent, and (y) to the Term Collateral Agent of an authenticated record from the Revolver Collateral Agent to the effect that it holds (or will hold, upon delivery to it) such Capital Stock and blank stock powers for the benefit of the Term Collateral Agent and the Lenders, subject to its prior security interest for the benefit of the Revolver Lenders; and (n) the execution and delivery by the Term Collateral Agent of financing statements satisfactory in form and substance to the Term Collateral Agent.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each upon the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by The Administrative Agent’s receipt of the respective parties heretofollowing, and each of which shall be in full force and effect. originals or telecopies (bfollowed promptly by originals) All action on the part unless otherwise specified, each properly executed by a Responsible Officer of the New [Borrower][Guarantor] and Borrower (and, in the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties case of this Joinder Agreement, each Lender), if applicable, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and all other documentation, instruments, each in form and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof substance reasonably satisfactory to the Administrative Agent shall have been provided and each of the Lenders: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent., each Lender and the Borrower; (cii) The New [Borrower][Guarantor] a Note executed by the Borrower in favor of each Lender that has requested a Note at least three Business Days prior to the Effective Date; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan PartyDocuments to which the Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is duly organized or formed, and that the Borrower is validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization; and (v) a favorable opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the extent requested by the Administrative Agent) shall each have delivered the following Borrower, addressed to the Administrative AgentAgent and each Lender, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.;

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective until on the date (the “Tenth Amendment Effective Date”) when each of the following conditions precedent has shall have been fulfilled to satisfied in the reasonable satisfaction sole discretion of the Administrative Agent: (ai) This Joinder Each of the Credit Parties and the Lenders shall have been delivered to Administrative Agent executed counterparts of this Amendment; (ii) Delivery to Administrative Agent of a duly executed fee letter, in form and delivered by substance satisfactory to Administrative Agent; (iii) Delivery to Administrative Agent of a fully executed Term Loan Agreement, in form and substance satisfactory to Administrative Agent; (iv) Delivery to Administrative Agent of evidence that Term Loan Agent has assumed the respective obligations and liabilities of Royal Bank of Canada, the prior administrative agent under the Prior Term Loan Agreement (the “Prior Term Loan Agent”), with respect to each of the Loan Documents to which the Prior Term Loan Agent was a party, including, without limitation, the Security Agreement, the Mortgages, the JV Pledge Agreements, the PPE Access Agreement and the Current Asset Intercreditor Agreement, in each case in form and substance satisfactory to Administrative Agent; (v) Delivery to Administrative Agent of a fully executed copy of (i) that certain $31,000,000 Credit Agreement dated as of May 2, 2008, among Holdings, Esmark Steel Service Group, Inc., a Delaware corporation, as borrower, the other loan parties heretothereto, the banks and other financial institutions from time to time party thereto, and shall be Essar Steel Holding Limited, as administrative agent thereto and (ii) the Loan Documents (as defined in full force and effect. (bthe ESSG Term Loan Agreement) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentthereto, in form and substance reasonably satisfactory to the Administrative Agent:; and (ivi) Certificate Delivery to Administrative Agent of Legal Existence and Good Standingsuch additional agreements, documents or instruments, if applicableany, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of the amendment and restatement of the Existing Credit Agreement is subject to the satisfaction (or waiver pursuant to Section 10.01) of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received the Administrative Agent. following, each of which shall be originals or e-mailed copies (c) The New [Borrower][Guarantor] followed promptly by originals), each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date), and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate executed counterparts of Legal Existence (x) this Agreement and Good Standing, if applicable, issued by (y) the Secretary of the State of its incorporation or organization.Company Guaranty; (ii) A certificate of an authorized officer of Notes executed by the due adoption, continued effectiveness, and setting forth the text, Borrowers in favor of each corporate resolution adopted Lender requesting Notes; (iii) certificates of resolutions or other equivalent action and incumbency certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the assumption of obligations under the Credit Agreement, the Security this Agreement and the other Loan Documents, Documents to which such Loan Party is a party; (iv) documents and attesting certifications evidencing that each Loan Party is validly existing and in good standing and qualified to the true signatures engage in business in its jurisdiction of each Person authorized as organization; (v) a signatory to 4 Include only for joinders of guarantors. any certificate signed by a Responsible Officer of the Loan Documents, together with true and accurate copies of all Organization Documents. Company certifying (dA) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the conditions set forth in Section 4.01(b) and (c) and (B) setting forth the Company’s Debt Rating as of the Effective Date; and (vi) opinions of (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., Senior Vice President, Chief Legal Officer and Secretary of the Company, (ii) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Loan Parties and (iii) Swiss counsel to the Designated Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent. (fb) The All of the representations and warranties of the Loan Parties contained in Article V of this Agreement and in each other Loan Document, shall be true and correct in all material respects except that all representations and warranties that are qualified by materiality are true and correct in all respects, in each case, on and as of the Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case shall have been true and correct in all material respects (or true and correct in all respects for any such representations or warranties that are qualified by materiality) as of such earlier date. (c) No Default exists, or would result from, the occurrence of the Effective Date. (d) All accrued and invoiced fees and expenses of the Lead Arrangers, the Administrative Agent and the Lenders (including the fees and expenses of counsel for the Administrative Agent) required to be paid on or before the Effective Date shall have been paid. (e) Upon the reasonable request of any Lender made at least 10 Business Days prior to the Effective Date (i) the Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the AML Legislation, in each case at least 5 Business Days prior to the Effective Date and (ii) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, at least 5 Business Days prior to the Effective Date, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower. Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect from such Lender prior to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by proposed Effective Date specifying its objection thereto. The Administrative Agent shall notify the Agents Company and the other Credit Parties in connection with Lenders of the preparation and negotiation occurrence of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instrumentsEffective Date, and agreements as the Administrative Agent or the Collateral Agent may reasonably requestsuch notice shall be conclusive and binding.

Conditions Precedent to Effectiveness. This Joinder shall not Agreement will be effective until and enforceable in accordance with its terms upon the satisfaction of each of the following conditions precedent has been fulfilled to the reasonable satisfaction conditions: (1) The Administrative Agent’s receipt of the Administrative Agent:following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case of clause (1)(c)(ii) and (1)(e) below): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect.[reserved]; (b) All action on with respect to the part Mexican Subsidiaries, (i) a copy of a partners resolution (or managers or equivalent), approving and authorizing the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by of the New [Borrower][Guarantor] Loan Documents and (ii) the power of attorney granted to the process agent in terms of the Guaranty; (c) executed counterparts of this Agreement and the other Loan Parties of this Joinder Guaranty by each intended party hereto and all other documentation, instruments, and agreements ▇▇▇▇▇▇▇; (d) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with: (i) subject to Section 6.13(2), certificates, if any, representing the Pledged Collateral that is certificated equity of the Loan Parties’ Material Subsidiaries accompanied by undated stock powers executed in connection herewith blank; and (ii) all UCC-1 financing statements in the appropriate jurisdiction or jurisdictions for each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been duly provided for, and effectively taken and evidence arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been provided made; (e) certificates of good standing from the secretary of state of the state or competent Governmental Authority of the jurisdiction of the incorporation or organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary resolutions of the board of directors or managers, the supervisory board and/or other equity governing body and customary resolutions of the shareholders, customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (f) a customary legal opinion from (i) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) NautaDutilh N.V., Dutch counsel to the Loan Parties, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agent as to German Law, as to the enforceability of the Collateral Documents governed by German law, (iv) Béndiksen, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, S.C., Mexican counsel to the Loan Parties, (v) ▇▇▇▇▇, Costa Rican counsel to the Loan Parties, (vi) ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Her i Wspólnicy sp.k., Polish counsel to the Loan Parties, as to the capacity of the Polish Obligor to enter into the Loan Documents to which it is a party, (vii) Linklaters ▇.▇▇▇▇▇▇▇▇▇▇ i Wspólnicy sp. ▇., counsel to the Agent as to Polish Law, as to the enforceability of the Collateral Documents governed by Polish law and (viii) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, as to German Law, as to the capacity of the Loan Parties that are incorporated in Germany to enter into the Loan Documents to which each such Loan Party is a party, in each case, reasonably satisfactory to the Administrative Agent.; (cg) The New [Borrower][Guarantor] a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(4) has been satisfied; (h) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; and (i) a positive or neutral advice from each relevant works council which, if conditional, contains conditions which can reasonably be complied with, including the request for advice or, a confirmation of the board of directors of each relevant Loan Party included in the board resolutions that no works council has jurisdiction in respect of any of the transactions contemplated by the Loan Documents; provided, however, that with respect to the requirements set forth in clause (1)(c)(i) above, each certificate required to be delivered pursuant to clause (1)(c)(i), above, on the Closing Date by any Loan Party will not constitute conditions precedent to the effectiveness of this Agreement on the Closing Date or the obligation of each Lender to make a Credit Extension hereunder on the Funding Date; provided that the Borrower will use commercially reasonable efforts to effect the delivery of each certificate required to be delivered pursuant to clause (1)(c)(i) above (and each other Loan Party, transfer powers with respect thereto) on or prior to the extent requested Closing Date without undue burden or expense; provided further that each of the Borrower and its Material Subsidiaries (other than Excluded Subsidiaries) will execute and/or deliver any such document(s) that is not delivered and take any perfection action that is not taken on the Closing Date within 90 days after the Closing Date (or such later date as agreed to by the Administrative Agent). (2) The Administrative Agent shall have received copies of (a) audited consolidated balance sheets and related audited consolidated statements of income, changes in members’ deficit and cash flows of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2021 and December 31, 2020 and each have delivered the following subsequent fiscal year ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for each subsequent fiscal quarter (other than the fourth fiscal quarter of the Borrower’s fiscal year) ended at least 45 days prior to the Closing Date. (3) The Administrative AgentAgent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested in writing by it at least five (5) Business Days prior to the Closing Date and (y) a Beneficial Ownership Certification with respect to the Borrower. (4) The representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (5) Since December 31, 2021, there has not been any event, change, effect, occurrence, circumstance or condition, individually or in the aggregate, which has had, or could reasonably be expected to have, a Material Adverse Effect. (6) The Collateral Agent shall have received, in each case in form and substance reasonably satisfactory to the Administrative Collateral Agent: (i) Certificate , evidence of Legal Existence property and Good Standingliability insurance covering each Loan Party, if applicable, issued by except for the Secretary case of the State Costa Rican Guarantor as long as the aggregate value of its incorporation the assets located in Costa Rica property of the Costa Rican Guarantor at the time of Closing are not equal to or organizationgreater than $2.0 million, as evidenced in the financial statements of the Costa Rican Guarantor. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d7) The Administrative Agent shall have received the results of Lien searches (including a written legal opinion of the New [Borrower][Guarantor]'s counselsearch as to judgments, addressed to the Administrative Agentbankruptcy, the Collateral Agent tax and the other Credit Partiesintellectual property matters), covering such matters relating to the New [Borrower][Guarantor]in form and substance reasonably satisfactory thereto, made against the Loan Documents and/or Parties under the transactions contemplated thereby UCC and U.S. Intellectual Property statutes (or in the applicable judicial docket or comparable registry) as in effect in each jurisdiction in which filings or recordations under the Administrative Agent may reasonably requestUCC and U.S. Intellectual Property or similar statutes should be made to evidence or perfect Liens in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens and Liens to be terminated on the Closing Date). (e8) [Reserved]. (9) The Collateral Agent [Reserved]. (10) No Default or Event of Default shall have received all documents occurred and instrumentsbe continuing. (11) There shall exist no pending or, including UCC financing statements to the knowledge of the Loan Parties, threatened litigation against the Loan Parties or any of their Subsidiaries or respective assets in any court or administrative forum (i) which could reasonably be expected to have a Material Adverse Effect or (ii) that involves this Agreement or any other Loan Document. (12) Receipt and Blocked Account Agreements, required by Law or reasonably requested satisfaction by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and Lenders of all such documents legal due diligence and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents business due diligence (including, without limitation, lender's loss payable endorsementsdue diligence related to third party reports, additional insured endorsements as well as due diligence related to maximum historical exposure and notice forward-looking business implications of cancellation endorsementsany existing litigation), and the Administrative Agent and Lenders shall be reasonably satisfied with the Loan Parties’ capital, legal and organizational structure. (13) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Loans and the consummation of the transactions contemplated hereby have been obtained and are in full force and effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until The effectiveness of this Agreement and the obligation of each Lender to make the Initial Extension of Credit or to participate in the initial Letter of Credit (if any) is subject to the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction on and as of the Administrative Agentfirst date (the “Effective Date”) on which such conditions precedent have been satisfied: (a) This Joinder The Administrative Agent shall have been received on or before the day of the Initial Extension of Credit, the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified): (i) A counterpart to this agreement duly executed and delivered by a Responsible Officer of each Loan Party. (ii) The Notes payable to the order of the Lenders to the extent requested by the respective parties heretoLenders pursuant to the terms of Section 2.16. (iii) The Pledge Agreement duly executed by each Loan Party, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (B) proper financing statements in form appropriate for filing under the UCC of all jurisdictions (other than the State of Tennessee) that the Administrative Agent may deem necessary or desirable in order to perfect and shall protect the first priority Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) evidence of the completion of all other recordings and filings of or with respect to the Pledge Agreement (or, as the Administrative Agent may determine, delivery to the Administrative Agent of satisfactory documentation with respect thereto) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereunder, (D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Pledge Agreement has been taken, and (E) receipt of a duly executed payoff letter in respect of the Existing Credit Agreement. (iv) Certified copies of (A) the resolutions of the Board of Directors (or other governing body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party as in full force and effecteffect on, and without amendment or modification as of, the Effective Date, and of all documents evidencing other necessary corporate action and governmental approvals and (B) other third party approvals and consents, if any, with respect to the Transaction and each Loan Document to which it is or is to be a party. (bv) All action A copy of a certificate of the Secretary of State (or other appropriate officer) of the jurisdiction of incorporation or formation of each Loan Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter or certificate of formation, and each amendment thereto, of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such Loan Party has paid all franchise taxes to the date of such certificate and (2) such Loan Party is duly incorporated or formed and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or formation. (vi) A certificate of each Loan Party, signed on behalf of such Loan Party by a Responsible Officer and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the date of the Effective Date), certifying as to (A) the absence of any amendments to the charter or other organizational documents of such Loan Party since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, limited partnership agreement or limited liability operating agreement, as applicable, of such Loan Party as in effect on the part date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the New [Borrower][Guarantor] Initial Extension of Credit, (C) the due incorporation or formation and good standing or valid existence of such Loan Party as a corporation, limited partnership or limited liability company, as the case may be, organized under the laws of the jurisdiction of its incorporation or formation, and the absence of any proceeding for the dissolution or liquidation of such Loan Party and (D) the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (vii) A certificate of a Responsible Officer of the Borrower to the effect that (A) all representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects), (B) none of the Loan Parties necessary for is in violation of any of the valid execution, delivery and performance by the New [Borrower][Guarantor] covenants contained in this Agreement and the other Loan Parties Documents, (C) after giving effect to the Transaction, no Default or Event of this Joinder Default has occurred and all other documentationis continuing, instruments(D) since August 1, 2014, no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect, and agreements (E) each of the Loan Parties, as applicable, has satisfied each of the conditions set forth in Sections 3.01 and 3.02. (viii) A certificate in substantially the form of Exhibit E hereto from Borrower’s chief financial officer after giving pro forma effect to be executed in connection herewith shall have been duly the Initial Extension of Credit, and effectively taken and evidence thereof the consummation of the other elements of the Transaction, attesting to the Solvency of the Loan Parties. (ix) Evidence of the Loan Parties’ insurance coverage reasonably satisfactory to the Administrative Agent shall have been provided Agent, demonstrating that the Loan Parties’ existing insurance coverage remains in effect. (x) Copies of satisfactory audited and pro forma consolidated financial statements and forecasts for the Borrower and its Subsidiaries reasonably acceptable to the Administrative Agent. (xi) A favorable opinion Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, counsel for the Loan Parties addressed to the Administrative Agent and the Lenders with respect to the Loan Parties, the Loan Documents and such other matters as the Lenders shall reasonably request (which such opinions shall expressly permit reliance by permitted successors and assigns of the addressees thereof). (b) The Administrative Agent and the Arrangers shall be satisfied that all existing Debt (including existing Debt under the Existing Credit Agreement), other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments, security interests and guaranties relating thereto terminated and that all Surviving Debt shall be in an amount and on terms and conditions satisfactory to the Administrative Agent and the Arrangers. (c) All material Governmental Authorizations and all shareholder, board of director, and material third party consents and approvals necessary in connection with the Transaction and the continued operation of the business of the Loan Parties, after giving effect to the Transaction shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental Authority that (i) could reasonably be expected to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”), (ii) would reasonably be expected to restrain, prevent, or impose materially adverse conditions on the Transaction or any element thereof or (iii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction, and there shall have been no adverse change in the status, or financial effect on the Borrower, any other Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto. (e) The New [Borrower][Guarantor] (Borrower and each other Loan Party, of the Guarantors shall have provided to the extent Administrative Agent and the Lenders, at least five Business Days prior to the Effective Date, the documentation and other information requested by the Administrative Agent) shall each have delivered the following Agent in order to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary comply with requirements of the State of its incorporation or organizationPATRIOT Act. (iif) A certificate of an authorized officer of the due adoptionThere shall have been no Material Adverse Change since August 1, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents2014. (dg) The Administrative Agent shall have received a written legal opinion on or before the day of the New [Borrower][Guarantor]'s counselInitial Extension of Credit the following, addressed each dated such day, in form and substance satisfactory to the Administrative AgentAgent (unless otherwise specified), the Collateral Agent and the other Credit Partiesa Notice of Borrowing or Notice of Issuance, covering such matters as applicable, relating to the New [Borrower][Guarantor]Initial Extension of Credit. (h) The Borrower shall have paid all accrued fees of the Agents, the Loan Documents and/or Arrangers and the transactions contemplated thereby Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent and local counsel to the Lender Parties (if any), including, without limitation, all amounts due and payable pursuant to the Fee Letters). (i) The Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. (a) This Joinder Agreement shall not be effective until each upon the first day on which all of the following conditions precedent has been fulfilled to the are satisfied: (i) all reasonable satisfaction and documented out-of-pocket up-front expenses and fees (including outside legal fees of the Administrative Agent: (a, the Group Agents, the Lenders, the Collateral Custodian and the Collateral Agent) This Joinder that are invoiced at or prior to the Closing Date shall have been duly executed and delivered by the respective parties hereto, and shall be paid in full force and effect.full; (bii) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder any and all other documentationinformation submitted to each Lender, instruments, each Group Agent and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to by the Administrative Agent.Borrower, the Transferor, the Parent or the Collateral Manager is true and correct in all material respects and not misleading in any material respect; (ciii) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, the Group Agents, the Collateral Custodian, the Collateral Agent and the Lenders shall have received all documentation and other information reasonably requested by them in their sole discretion and/or required by regulatory authorities with respect to the Borrower, the Transferor, the Parent and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent:, the Group Agent, the Collateral Agent, the Collateral Custodian and each Lender; (iiv) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent Group Agents and the Lenders shall have received on or before the date of such effectiveness the items listed in Schedule I, each in form and substance satisfactory to the Lenders; (v) the representations and warranties contained in Sections 4.01, 4.02 and 4.03 are true and correct in all material respects (unless such representations are already qualified by materiality) on and as of such date as though made on and as of such date (other Credit Partiesthan any representation and warranty that is made as of a specific date); (vi) [reserved]; (vii) the results of the Lenders’ financial, covering such matters legal, tax and accounting due diligence relating to the New [Borrower][Guarantor]Borrower, the Transferor, the Parent, the Collateral Manager, the Eligible Loan Documents and/or Assets and the transactions contemplated thereby as hereunder are satisfactory to the Administrative Agent may reasonably request.Required Lenders; (eviii) The Collateral each applicable Group Agent that has requested a Promissory Note shall have received all documents and instrumentsa duly executed Promissory Note, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded in a principal amount equal to the satisfaction Commitment of the Administrative Agent.related Committed Lender; (fix) The the Administrative Agent shall have received evidence reasonably satisfactory to them that all insurance policies of the Controlled Accounts shall have been established; and (x) the Borrower shall have provided the Administrative Agent, each Group Agent and endorsements required under each Lender a Certification of Beneficial Ownership with respect to itself. (b) By its execution and delivery of this Agreement, the Loan Documents Borrower and the Collateral Manager hereby certify that each of the conditions precedent to the effectiveness of this Agreement set forth in this Section 3.01 (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsementsother than clause (a)(vii)) have been obtained and are in effect, including satisfied; provided that with respect to such conditions precedent that expressly require the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation satisfaction, consent or approval of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent Agent, any Lender or another party (other than the Borrower, the Transferor or the Collateral Agent may reasonably requestManager), such certification is to the effect that the Borrower, the Collateral Manager have not received written notice that any such Person is not so satisfied or has not granted such consent or approval.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be effective until each upon the satisfaction or waiver of the following conditions precedent has been fulfilled to in the reasonable satisfaction determination of the Administrative Agent: (a) This Joinder The Agent shall have been duly received executed counterparts to this Agreement from the Company, each other Loan Party and delivered by the respective parties hereto, and shall be in full force and effect.each Lender; (b) All action on Receipt by Agent of projected balance sheets, income statements, statements of cash flows and availability of Borrower and its Restricted Subsidiaries giving effect to the part of ABL Credit Facility, the New [Borrower][Guarantor] Term Loan Facility and the other Loan Parties necessary Transactions, covering the term of the Letter of Credit Facility, which projections shall be on a monthly basis for the valid executiontwelve-month period following the Closing Date, delivery a quarterly basis for the twelve-month period thereafter and performance by on an annual basis thereafter for the New [Borrower][Guarantor] term of the Letter of Credit Facility, in each case with the results and the other Loan Parties assumptions in all of this Joinder such projections in form and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably substance satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] Execution and delivery of all Loan Documents by the parties thereto and including: (and i) customary legal opinions, (ii) customary evidence of authority from each other Loan Party, (iii) customary officer’s certificates from each Loan Party, (iv) good standing certificates (to the extent applicable) in the respective jurisdictions of organization of each Loan Party, and (v) lien searches with respect to each Loan Party. Agent, for the benefit of itself, Lenders, and Issuing Bank, shall hold perfected, security interests in and liens upon the Collateral in the order of priority set forth in the Term Loan Intercreditor Agreement and Letter of Credit Facility Intercreditor Agreement, and Agent shall have received such evidence of the foregoing as it reasonably requires. (d) Agent shall have received evidence that Borrower has entered into the ABL Credit Facility, which shall be on terms and conditions reasonably satisfactory to Agent and Lenders, and certain of the letters of credit under the ABL Credit Facility shall be deemed to be Letters of Credit under the Letter of Credit Facility as Agent may determine. (e) Agent shall have received evidence that Borrower has entered into the Term Loan Facility, which shall be on terms and conditions reasonably satisfactory to Agent and Lenders, and Borrower shall have received not less than $225,000,000 in proceeds of loans under the Term Loan Facility. (f) Agent shall have received correct and complete copies of each of the Convertible Note Documents, as duly authorized, executed and delivered by the parties thereto, each in form and substance reasonably satisfactory to Agent, and the Convertible Notes shall be issued and effective. (g) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Term Loan Intercreditor Agreement, as duly authorized, executed and delivered by the parties thereto; (h) Agent shall have received, in form and substance reasonably satisfactory to Agent, the Letter of Credit Facility Intercreditor Agreement, as duly authorized, executed and delivered by the parties thereto; (i) Agent shall have received (i) evidence that (A) $100,000,000 of the Series A Preferred Stock have been redeemed and cancelled and (B) the remaining balance of the Series A Preferred Stock have been exchanged for Series B Preferred Stock, such that after giving effect to such redemption and such exchange, Borrower has no further obligations or liabilities in respect of the Series A Preferred Stock and (ii) the agreements and documents providing for the redemption of the Series A Preferred Stock and relating to the Series B Preferred Stock Issuance, in each case which shall be on terms and conditions satisfactory to Agent.. (j) The opening Excess Availability (as defined in the ABL Credit Facility Agreement) at closing after the application of proceeds of the initial funding under the ABL Credit Facility and after payment of all fees and expenses of the Transactions payable on the Closing Date, shall be not less than $25,000,000. (k) Agent shall have received not less than the amount equal to one hundred three percent (103%) of the Existing Letters of Credit that are deemed to be Letters of Credit on the Closing Date in immediately available funds for credit to the ▇▇ ▇▇▇▇ Collateral Account. (l) No Default or Event of Default under any of the Loan Documents shall exist. No material adverse change in the business, operations, profits, assets or prospects of Loan Parties shall have occurred since September 30, 2020. (m) Arranger, Agent and Lenders shall have received the payment of all fees required to be paid on the Closing Date under the terms hereof or otherwise under the Loan Documents. Agent and Lenders shall have received payment of all reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable and documented fees and expenses of counsel for Agent). (n) The Agent shall have received the following, each dated as of the Closing Date and in form and substance satisfactory to the Agent: (i) Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16, (ii) Certified copies of the Administrative Agentresolutions of the Board of Directors of each Loan Party approving each Loan Document to which it is a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to each Loan Document to which it is a party, (iii) shall A certificate of the secretary or an assistant secretary of each have Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered the following hereunder and thereunder, (iv) Such certificates of good standing (to the Administrative Agentextent such concept exists in such jurisdiction) from the applicable secretary of state or similar official of the jurisdiction of organization, formation documents and organizational documents of each Loan Party as the Agent may reasonably require, and such other documents as the Agent may reasonably require to evidence that each Loan Party qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except for such jurisdictions to the extent that the Company reasonably determines the failure to so qualify in such jurisdiction would not reasonably be expected to have a Material Adverse Effect; (v) A certificate of the chief financial officer of the Company, in the form attached hereto as Exhibit B, (vi) Copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the Agent with respect to the Loan Parties, (vii) A certificate from the Responsible Officer of the Company as to the matters set forth in Sections 3.01(d), 3.01(g) and 3.01(k), (viii) Certificates of insurance with respect to the Loan Parties’ property and liability insurance, together with a loss payable endorsement naming the Agent as loss payee; provided that the Agent and the Arranger acknowledge and confirm they have received the certificates required by this subclause (viii) in form and substance that is reasonably satisfactory, (ix) A customary legal opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Company, in form and substance reasonably satisfactory to the Administrative Agent:, and (ix) Certificate A customary legal opinion of Legal Existence ▇▇▇ ▇▇▇▇▇▇ LLP, New Jersey counsel for the Company, in form and Good Standing, if applicable, issued by substance reasonably satisfactory to the Secretary of the State of its incorporation or organizationAgent. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (do) The Administrative Agent Lenders shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed at least three (3) Business Days prior to the Administrative Agent, the Collateral Agent Closing Date all documentation and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby information as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or is reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created Lenders that is required by regulatory authorities under the Security Documents applicable “know your customer” and all such documents anti-money-laundering rules and instruments shall have been so filedregulations, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsementsthe PATRIOT Act, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect each case to the New [Borrower][Guarantor]extent requested in writing at least ten (10) Business Days prior to the Closing Date. (gp) All reasonable fees documents and instruments required to create and perfect the Agent’s first priority (as to the Letter of Credit Party Expenses incurred by the Agents Priority Collateral) or other priority security interest in and Lien on the other Collateral (free and clear of all other Liens other than Permitted Collateral Liens (as defined in the ABL Credit Parties Facility Agreement as in connection with effect on the preparation date hereof) and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel subject to the Agentsexceptions permitted by Section 5.02(a)) shall have been paid executed and delivered and, if applicable, be in full by the New [Borrower] [Guarantor]proper form for filing. (hi) The representations and warranties of the Borrower and each other Loan Parties Party contained in each Loan Document to which it is a party shall be correct on and as of the Closing Date in all material respects (except to the extent qualified by materiality or “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects), before and after giving effect to the effectiveness of this Agreement and the transactions contemplated hereby, as though made on and as of such date; provided, that, any representation or warranty as of a specific date shall only be true or correct in all material respects as of such date and (ii) no event shall have executed occurred and delivered to be continuing, or would result from the Agents such additional documents, instruments, and agreements as the Administrative Agent effectiveness of this Agreement or the Collateral Agent may reasonably requesttransactions contemplated hereby, that would constitute a Default. (r) No Default under the Loan Documents shall exist on the Closing Date.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent has been fulfilled to (the reasonable first date of satisfaction of all such conditions herein, the Administrative Agent:“Effective Date”): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion duly executed counterparts of this Agreement from the New [Borrower][Guarantor]'s counselBorrowers, addressed to the Guarantors, the Administrative Agent, and the Collateral Required Lenders. (b) Each of the Borrowers and the Guarantors shall have confirmed and acknowledged to the Administrative Agent and the other Credit PartiesLenders, covering such matters relating that by its execution and delivery of this Agreement that they do hereby confirm and acknowledge to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on its part; (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against it, in accordance with their respective terms, except as such enforceability may reasonably requestbe limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) after giving effect to this Agreement, the representations and warranties by the Borrowers or the Guarantors as applicable, contained in the Credit Agreement, Amendment No. 4 and in the other Loan Documents, to which it is a party, are true and correct on and as of the date hereof in all material respects as though made as of the date hereof; (v) all of its obligations under Section 5 of Amendment No. 4 are hereby ratified and confirmed by such Borrower or Guarantor; and (vi) no Default or Event of Default (other than the Subject Defaults) exists under the Credit Agreement or any of the other Loan Documents after giving effect to this Agreement. (ec) The Collateral Agent Borrowers shall have received paid (i) all documents reasonable and instrumentsdocumented fees and out-of-pocket expenses incurred by the Administrative Agent (ii) all reasonable and documented fees, including UCC financing statements and Blocked Account Agreementsout-of-pocket charges and disbursements of ▇▇▇▇▇ ▇▇▇▇▇ LLP, required by Law or reasonably US counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents Agent), (iii) all reasonable and all such documents documented fees, and instruments shall have been so filedout-of-pocket charges and disbursements of ▇▇▇▇▇’▇, registered or recorded ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the satisfaction of Administrative Agent (directly to such counsel if requested by the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instrumentsAgreement, and agreements as the Administrative Agent or the Collateral Agent may reasonably request(iv) all reasonable and documented fees, out-of-pocket charges and disbursements incurred by PA Consulting Group, Inc., in connection with this Agreement.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each (a) The effectiveness of this Agreement is subject to the prior or concurrent satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of and the Administrative Agent: (a) This Joinder Agent shall have been duly executed and delivered by received for the respective parties heretoaccount of each Bank the following, each, unless otherwise noted, dated the Effective Date, and shall be in full force form and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably substance satisfactory to the Administrative Agent shall have been provided to and the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative AgentArranger: (i) Certificate Copies of Legal Existence resolutions of the Board of Directors of the Company (or its Executive Committee, together with evidence of the authority of the Executive Committee) approving this Agreement, and Good Standingof all documents evidencing other necessary corporate action and governmental approvals, if applicableany, issued by with respect to this Agreement, certified as of a recent date prior to the Secretary of the State of its incorporation or organizationEffective Date. (ii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered by the Company hereunder. (iii) Certified copies of the Company's Certificate of Incorporation, together with a good standing certificate from the state of Michigan, each to be dated a recent date prior to the Effective Date; (iv) Copies of the Company's Bylaws, certified as of the Effective Date by its Secretary or an Assistant Secretary; (v) Executed originals of this Agreement and the other documents to be delivered by the Company hereunder; (vi) Favorable opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Assistant General Counsel of the Company and Winston & ▇▇▇▇▇▇, counsel to the Company, substantially in the form of Exhibits C-1 and C-2 hereto; (vii) A favorable opinion of O'Melveny & ▇▇▇▇▇ LLP, counsel for the Agents, substantially in the form of Exhibit D hereto; (viii) A certificate of an authorized officer of the due adoptionCompany to the effect that since February 25, continued effectiveness2000, there has been no material adverse change in the operations, business or financial or other condition or properties of the Company and setting forth its Subsidiaries, taken as a whole; (ix) Evidence of (i) the text, contemporaneous repayment of each corporate resolution adopted in connection with any indebtedness of the assumption of obligations Company under the Existing Credit AgreementAgreement (including borrowings and accrued interest), (ii) the Security contemporaneous payment of fees payable, if any, by the Company under the Existing Credit Agreement and (iii) the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any contemporaneous termination of the Loan DocumentsExisting Credit Agreement on the Effective Date; and (x) Evidence of (i) the contemporaneous repayment of any indebtedness of Steelcase Strafor SA under the Existing Euro Facilities (including borrowings and accrued interest), together with true (ii) the contemporaneous payment of fees payable, if any, by Steelcase Strafor SA under the Existing Euro Facilities and accurate copies (iii) the contemporaneous termination of all Organization Documentsthe Existing Euro Facilities on the Effective Date. (db) The Administrative Agent Agents shall have received a written legal opinion of the New [Borrower][Guarantor]'s counselsuch other approvals, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby opinions or documents as the Administrative Agent Requisite Lenders through the Agents may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of precedent, unless specifically waived in writing by the Administrative Agent:Agent (the first date upon which all such conditions have been satisfied being herein called the (“Effective Date”)): (a) This Joinder Administrative Agent shall have been received this Amendment duly executed and delivered by the respective parties heretoAdministrative Agent, the Lenders and shall be B▇▇▇▇▇▇▇, in full force form and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably substance satisfactory to the Administrative Agent and its legal counsel; (b) B▇▇▇▇▇▇▇ shall have been provided to reimbursed the Administrative Agent.Agent for all fees, costs, and expenses incurred by the Administrative Agent in connection with this Amendment; (c) The New [Borrower][Guarantor] Administrative Agent shall have received an Officer’s Certificate from the Borrower certifying that it has caused the Guarantor to maintain at all times, and that the Guarantor has maintained at all times, including as of the date hereof, a Net Worth of not less than $175,000,000 (excluding the value of the Property) and each Liquid Assets of not less than $10,000,000, in accordance with Section 5.33.4 of the Loan Agreement and Section 6(b) of the Guaranty; (d) Administrative Agent shall have received all other Loan Party, to the extent requested by documents the Administrative Agent) shall each have delivered Agent has reasonably requested from Borrower with respect to any matter relevant to this Amendment or the following to the Administrative Agenttransactions contemplated hereby, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.its legal counsel; (e) The Collateral Agent representations and warranties contained herein shall have received be true and correct as of the date hereof and the representations and warranties contained in the Loan Agreement or in the Loan Documents shall be true and correct in all documents material respects (without duplication of any materiality qualifier contained therein) on and instrumentsas of the date hereof as though made on and as of such date, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded except to the satisfaction of the Administrative Agent.extent that such representations and warranties relate solely to an earlier date; and (f) The Administrative Agent No Event of Default shall have received evidence that all insurance policies occurred and endorsements required under be continuing and no Event of Default will result from the Loan Documents (includingexecution, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation delivery or performance of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]Amendment. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until upon the receipt of each of the following conditions precedent has been fulfilled documents and evidence in form and substance satisfactory to the reasonable satisfaction Agent. (i) This Agreement, executed and delivered by a duly authorized officer of the Administrative Agent: (a) This Joinder shall have been Company and each of the other Loan Documents duly executed and delivered by the respective parties heretoCompany, (ii) for the account of each Lender requesting the same, a Loan Note conforming to the requirements hereof and executed by a duly authorized officer of the Company, (iii) the Warrant Agreement (including the registration rights agreement attached thereto), executed and delivered by a duly authorized officer of Holdings and the Company, and shall be in full force (iv) the Subsidiary Guarantee, executed and effectdelivered by a duly authorized officer of the Subsidiary Guarantor. (b) All action on the part A copy of resolutions of the New [Borrower][Guarantor] Board of Directors of each of Holdings, the Company and the other Loan Parties necessary for Subsidiary Guarantor approving the valid executionterms of, delivery and performance by the New [Borrower][Guarantor] transactions contemplated by, and the other execution of, the Loan Parties of this Joinder and all other documentation, instruments, and agreements Document to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agentwhich it is a party. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary A specimen of the State signature of its incorporation each person executing any Loan Document or organizationany document or notice in connection with any Loan Document. (iid) A certificate of an authorized officer signatory of the due adoptionCompany (a) confirming that utilizing the Commitments in full would not breach any limit binding on the Company; (b) certifying that each document specified in this Section 4.1 is correct, continued effectivenesscomplete and in full force and effect and has not been amended or superseded prior to the date of this Agreement; and (c) confirming that the constitutional documents of Holdings, the Company and the Subsidiary Guarantor have not been amended from those delivered prior to signing of the commitment letter in respect of the Interim Bridge Facility or, if they have been so amended, attaching such amendments, and setting forth the textin any case certifying that such constitutional documents (or, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreementif applicable, the Security Agreement such constitutional documents as amended) are true, complete and the other Loan Documents, and attesting up to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestdate. (e) The Collateral Agent shall have received all documents and instrumentsEvidence that National Registered Agents, including UCC financing statements and Blocked Account AgreementsInc. has accepted its appointment as agent for Holdings, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents Company and the other Credit Parties Subsidiary Guarantor for service of process in New York in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]Loan Documents. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Amendment and Waiver shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative AgentAgent shall have received: (a) This Joinder shall have been duly executed signature pages from each Borrower, each of the Guarantors, the Administrative Agent and delivered by the respective parties hereto, all Lenders of this Amendment and shall be in full force and effect.Waiver; (b) All action on the part copies of all agreements and documents executed or delivered in connection with this Amendment and Waiver, and any and all consents obtained in connection herewith, and copies of the New [Borrower][Guarantor] and executed Inktomi Agreements; (c) reimbursement by the other Loan Parties necessary Borrowers via wire transfer for the valid execution, delivery Administrative Agent of its fees and performance expenses and for Special Counsel's fees and expenses rendered through the date hereof; (d) receipt by the New [Borrower][Guarantor] Administrative Agent of a retainer in the amount of $150,000 for the Administrative Agent's financial consultant to be applied to such financial consultant's fees on a monthly basis; (e) receipt by Administrative Agent, on behalf of Special Counsel, via wire transfer, of a retainer in the amount of $100,000 to reimburse Administrative Agent for legal fees to be incurred by Special Counsel after the date hereof, such retainer to be held by Special Counsel and the applied to Special Counsel's fees on a monthly basis; (f) such other Loan Parties of this Joinder and all other documentationdocuments, instruments, and agreements to be executed certificates, in connection herewith shall have been duly form and effectively taken and evidence thereof reasonably substance satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan PartyLenders, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.and the Lenders shall deem necessary or appropriate in connection with this Amendment and Waiver and the transactions contemplated hereby; and (eg) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested receipt by the Administrative Agent or for the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction account of the Administrative AgentLenders an amendment waiver and restructuring fee of $100,000. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each as of the Effective Date at such time when all of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentare satisfied: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] each Borrower and the each other Loan Parties party necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties each Borrower of this Joinder Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (b) STAG Investments Holdings III, LLC shall have executed a Consent to this Agreement (signature page following Lender and Borrowers’ signature pages hereto). (c) The New [Borrower][Guarantor] (and each other Loan Party, With respect to the extent requested by the Administrative Agent) Senior Loan, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall each have delivered the following executed a $5,000,000.00 Guaranty in form acceptable to the Administrative AgentLender effective as of the Effective Date, such Guaranty to be released when the conditions set forth therein are satisfied. (d) With respect to the Bridge Loan, ▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have executed an Amended and Restated Guaranty in form acceptable to the Lender effective as of the Effective Date. (e) The Agent shall have received such executed resolutions, secretary’s certificates and certificates of legal existence as the Agent may reasonably specify all in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence Agent and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organizationcounsel. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (df) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, Borrowers’ and Guarantors’ counsel addressed to the Administrative Agent, the Collateral Agent and the other Credit PartiesLender, covering such matters relating to the New [Borrower][Guarantor]Borrowers, Guarantors, the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may shall reasonably request. (eg) The Collateral Agent Borrowers shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction paid an arrangement fee in respect of the Administrative AgentBridge Loan maturity date extension in the amount of $104,747.00. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (gh) All reasonable fees and Credit Party Expenses expenses incurred by the Agents and the other Credit Parties Agent in connection with the preparation and negotiation of this Joinder Agreement and related documents (including the reasonable fees and expenses of counsel to the AgentsAgent) shall have been paid in full by the New [Borrower] [Guarantor]full. (hi) No Event of Default shall have occurred and be continuing. (j) The Loan Parties Borrowers shall have executed and delivered to the Agents Agent such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent has been fulfilled to (the reasonable first date of satisfaction of all such conditions herein, the Administrative Agent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:“Effective Date”): (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion duly executed counterparts of this Agreement from the New [Borrower][Guarantor]'s counselBorrowers, addressed to the Guarantors, the Administrative Agent, and the Collateral Required Lenders. (ii) Each of the Borrowers and the Guarantors shall have confirmed and acknowledged to the Administrative Agent and the other Credit PartiesLenders, covering such matters relating that by its execution and delivery of this Agreement that they do hereby confirm and acknowledge to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent and the Lenders, that (a) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on its part; (b) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against it, in accordance with their respective terms, except as such enforceability may reasonably request. be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (c) after giving effect to this Agreement, the representations and warranties by the Borrowers or the Guarantors as applicable, contained in the Credit Agreement, Amendment No. 4 and in the other Loan Documents (other than with respect to any Subject Defaults, Sections 5.05(c) and 5.07 of the Credit Agreement), to which it is a party, are true and correct on and as of the date hereof in all material respects as though made as of the date hereof, except to the extent such representations and warranties are qualified by materiality, in which case they shall be true and correct in all respects; (d) all of its obligations under Section 5 of Amendment No. 4 are hereby ratified and confirmed by such Borrower or Guarantor; and (e) The Collateral Agent no Default or Event of Default (other than the Subject Defaults) shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created exist under the Security Documents and all such documents and instruments shall have been so filed, registered Credit Agreement or recorded to the satisfaction any of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the other Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect after giving effect to the New [Borrower][Guarantor]this Agreement. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date (the “Effective Date”) on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied or waived: (a) This Joinder Except as disclosed in filings made by the Company with the SEC, press releases and other public disclosures prior to the date hereof, there shall have been duly executed and delivered by the respective parties heretooccurred no Material Adverse Change since December 31, and shall be in full force and effect2024. (b) All action on There shall exist no action, suit, investigation, litigation or proceeding affecting the part Company or any of its Subsidiaries pending or, to the knowledge of the New [Borrower][Guarantor] and Company, threatened before any court, governmental agency or arbitrator that (i) could be reasonably likely to have a Material Adverse Effect other than the other Loan Parties necessary for matters described on Schedule 3.01(b) hereto (the valid execution“Disclosed Litigation”) or (ii) purports to affect the legality, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties validity or enforceability of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to Agreement or any Note or the Administrative Agent shall have been provided to consummation of the Administrative Agenttransactions contemplated hereby. (c) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained. (d) The New [Borrower][Guarantor] Company shall have paid all accrued and invoiced fees and expenses of the Agent and the Lenders (including the accrued and each other Loan Party, invoiced fees and expenses of counsel to the Agent) to the extent requested by invoiced prior to the Administrative AgentEffective Date. (e) shall each have delivered On the Effective Date, the following to statements shall be true and the Administrative AgentAgent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have received on or before the Effective Date the following, each dated the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by The Notes to the Secretary order of the State of its incorporation or organizationLenders to the extent requested by any Lender pursuant to Section 2.16 prior to the Effective Date. (ii) Certified copies of the resolutions of the Board of Directors of the Company approving this Agreement and the Notes, and of all documents evidencing other necessary corporate action with respect to this Agreement and the Notes. (iii) A certificate of the Secretary or an authorized officer Assistant Secretary of the due adoption, continued effectiveness, Company certifying the names and setting forth true signatures of the text, officers of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Company authorized to sign this Agreement and the Notes and the other Loan Documents, and attesting documents to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documentsbe delivered hereunder. (div) The Administrative Agent shall have received a written legal A customary opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction counsel of the Administrative Agent. Company (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]which may be in-house counsel). (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) The Company shall have been terminated the commitments, and paid in full by all accrued and unpaid amounts, under the New [Borrower] [Guarantor]. Company’s Credit Agreement dated as of June 6, 2022 (h) The Loan Parties shall have executed and delivered the “Existing Credit Agreement”). Each of the Lenders that is a party to the Agents Existing Credit Agreement hereby waives the requirement of prior notice of termination of the commitments under such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably requestExisting Credit Agreement.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date on which the following conditions precedent has have been fulfilled to satisfied (the reasonable satisfaction of the Administrative Agent:“Effective Date”): (a) This Joinder The Borrower shall have been duly executed paid all accrued fees and, to the extent invoiced at least two Business Days prior to the Effective Date, expenses of the Administrative Agent and delivered by the respective parties heretoLenders (including the accrued fees and expenses of counsel to the Administrative Agent), and shall be in full force and effecteach case to the extent payable pursuant to the Engagement Letter. (b) All action on On the part of Effective Date, the New [Borrower][Guarantor] following statements shall be true and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are (1) with respect to representations and warranties that contain a materiality qualification in Section 4.01, true and correct and (2) with respect to all other representations and warranties, true and correct in all material respects, in each case, on and as of the Administrative AgentEffective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (c) The New [Borrower][Guarantor] (and Administrative Agent shall have received on or before the Effective Date the following, each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentdated such day, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good StandingThe Notes to the Lenders, if applicable, issued to the extent requested by any Lender at least three Business Days before the Secretary of the State of its incorporation or organizationEffective Date. (ii) A certificate Certified copies of an authorized officer (1) the resolutions of the due adoptionboard of directors (or equivalent governing body) of each Credit Party approving this Agreement and, continued effectivenessto the extent applicable, the other Loan Documents, and setting forth the textof all documents evidencing other necessary corporate or other action and governmental approvals, of each corporate resolution adopted in connection if any, with the assumption of obligations under the Credit Agreement, the Security respect to this Agreement and the other Loan Documents, (2) the articles of incorporation or other charter documents, as applicable, of each Credit Party and attesting (3) the bylaws or comparable operating agreement, as applicable, of each Credit Party. (iii) Certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate governmental authorities of the state of incorporation or organization and each other state in which the failure to so qualify and be in good standing would reasonably be expected to have a Material Adverse Effect. (iv) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying the names and true signatures of the officers of such Credit Party authorized to sign each Person authorized as Loan Document to which it is a signatory party and the other documents to 4 Include only be delivered by it hereunder. (v) A favorable opinion of each of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel for joinders of guarantors. any the Borrower and (ii) Latham, Shuker, Eden & Beaudine, LLP, special Florida counsel for the Borrower, in form and substance satisfactory to the Administrative Agent. (vi) An officer’s certificate prepared by the chief financial officer of the Loan DocumentsBorrower as to the solvency of the Borrower and its Subsidiaries, together with true and accurate copies on a consolidated basis after giving effect to the effectiveness of all Organization Documentsthis Agreement on the Effective Date, in substantially the form of Exhibit G hereto. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed at least five Business Days prior to the Administrative Agent, Effective Date all documentation and other information about the Collateral Agent Borrower and the other Credit Parties, covering such matters relating Parties as has been reasonably requested in writing at least 10 Business Days prior to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as Effective Date by the Administrative Agent may that it (on behalf of itself and the Lenders) reasonably requestdetermines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. (e) The Collateral Agent shall have received all documents and instrumentsSince December 31, including UCC financing statements and Blocked Account Agreements2014, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agentno Material Adverse Effect has occurred. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The parties hereto agree that this Second Amendment shall not be effective until the satisfaction of each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion copy of this Second Amendment duly completed, executed and delivered by the New [Borrower][Guarantor]'s counselBorrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment among (i) Telephone and Data Systems, addressed Inc. and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent, and (ii) the Borrower and Toronto Dominions (Texas) LLC, as administrative agent, which shall be in form and substance reasonably acceptable to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.; (ec) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that payment of all insurance policies reasonable and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable invoiced out‑of‑pocket fees and Credit Party Expenses expenses incurred by the Agents Administrative Agent and its Affiliates (including the other Credit Parties reasonable and invoiced fees, charges and disbursements of a single counsel for the Administrative Agent in reasonable detail, and one local counsel in each relevant jurisdiction), in connection with the preparation preparation, negotiation, execution, delivery and negotiation administration of this Joinder Second Amendment; and (d) each of the representations and related documents warranties made in this Second Amendment shall be true and correct in all material respects (including the reasonable fees and expenses of counsel or, to the Agentsextent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) shall have been paid in full by on and as of the New [Borrower] [Guarantor]. Second Amendment Effective Date (h) The Loan Parties shall have executed as defined below), both before and delivered after giving effect to the Agents amendments contemplated by this Second Amendment as if such additional documentsrepresentations and warranties were being made on and as of the Second Amendment Effective Date, instrumentsexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and agreements as the Administrative Agent or representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Collateral Agent may reasonably requestCredit Agreement shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

Conditions Precedent to Effectiveness. This Joinder The Revolving Loan Commitment and the Term Loan Commitment shall not be effective until until, and Lender shall not be required to fund any Loan until, the date that each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent:satisfied as determined by Lender in its sole discretion (unless waived by Lender in its sole discretion) (“Closing Date”): (a) This Joinder Agreement, the Revolving Loan Note, the Term Loan Note and each Security Document contemplated in Schedule 7.1 as of the Closing Date and each other Loan Document to which any Loan is a party shall be executed by the Loan Parties and delivered to Lender. (b) Lender shall have been duly executed received each of the following, in form and delivered by substance satisfactory to Lender and its counsel: (i) a certificate, dated as of the respective parties heretodate of this Agreement, of a Responsible Officer of each Loan Party certifying (A) that attached copies of such certificate of formation and limited liability company agreement are true and complete, and shall be in full force and effect. , without amendment except as shown, (bB) All action on the part that an attached copy of resolutions authorizing execution and delivery of the New [Borrower][Guarantor] Loan Documents by such each Loan Party is true and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instrumentscomplete, and agreements to be executed that such resolutions are in connection herewith shall full force and effect, were duly adopted, have not been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Partyamended, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation modified or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectivenessrevoked, and setting forth the text, of each corporate resolution constitute all resolutions adopted in connection with the assumption of obligations under the Credit Agreement, the Security respect to this Agreement and the other Loan Documents, and attesting (C) to the true signatures title, name and signature of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the sign such Loan Documents, together with ; (ii) a certificate executed by a duly authorized knowledgeable Responsible Officer of Borrower certifying that (A) no Default or Event of Default exists; (B) the representations and warranties set forth in Article IV are true and accurate copies of correct in all Organization Documents. material respects (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counselor, addressed to the Administrative Agentextent any such representation or warranty is subject to a materiality qualifier or Material Adverse Effect standard, the Collateral Agent such representation or warranty is true and the other Credit Parties, covering such matters relating correct in all respects); and (C) each Loan Party has complied with all agreements and conditions to the New [Borrower][Guarantor], be satisfied by it under the Loan Documents and/or as of the transactions contemplated thereby Closing Date; (iii) Certificates of Good Standing or Legal Existence, as the Administrative Agent case may reasonably request.be, issued by the Secretary of State of the states of organization and qualification of each Loan Party, evidencing that each Loan Party is a limited liability company legally existing in the state of its organization and in each state where it is qualified to do business or its equivalent for any Loan Party organized outside the United State, in form and substance acceptable to Lender; (eiv) The Collateral Agent shall have received all documents and instruments, Each document (including any UCC financing statements and Blocked Account Agreements, statement) required by Law the Security Documents or under law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended Lender to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded in order to create in favor of Lender a perfected Lien on the satisfaction Collateral described therein, prior and superior in right to any other Person (subject only to Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of Lender in such Collateral) shall be in proper form for filing, registration or recordation; (v) Lender shall have received the original executed limited liability company membership interest certificates representing one hundred percent (100%) of the Administrative Agent.limited liability company membership interests in the Pledged Entities pledged pursuant to Security Documents, together with an undated transfer power for each such membership interest certificate executed in blank; (fvi) The Administrative Agent Lender shall have received evidence that all insurance policies filing, recordation, subscription and endorsements required under inscription fees and all recording and other similar fees, and all recording, stamp and other Taxes and other expenses related to such filings, registrations and recordings necessary for and related to the transactions contemplated by this Agreement and the other Loan Document to be consummated on the Closing Date (to the extent the obligation to make such payment then exists) are to be paid in full by or on behalf of Borrower on the Closing Date; (vii) Lender shall have received (A) results of searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each Loan Party and each jurisdiction where a filing would need to be made in order to perfect the security interest of Lender in the Collateral and (B) results of tax lien, judgment and bankruptcy searches for each Loan Party in such jurisdictions and, in each case, such results shall reveal no Liens other than Permitted Liens or shall otherwise be satisfactory to Lender in its sole discretion (or the equivalent searches in each case if the jurisdiction of incorporation or formation is outside the U.S.). (viii) copies of all instruments and agreements governing, evidencing and/or securing any and all Senior Debt and a written consent by the Senior Lender to the execution and performance by the Loan Parties of the Loan Documents executed by the Senior Lender and otherwise in form and substance acceptable to Lender; (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsementsc) All expenses incurred by Lender prior to the Closing Date shall have been obtained paid by Borrower. (d) No Material Adverse Effect has occurred and are is continuing, and no event or circumstance exists that could reasonably be expected to result in effecta Material Adverse Effect. (e) Borrower shall have paid the Loan Fee. (f) Lender shall have completed its customary business, including with respect financial and legal due diligence of Borrower and the Approved Projects and the transactions contemplated hereunder and the results of such due diligence shall be satisfactory to the New [Borrower][Guarantor]Lender in all respects. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) Lender shall have been paid received a legal opinion from a local counsel acceptable to Lender, in full by the New [Borrower] [Guarantor]form and substance acceptable to Lender. (h) The Loan Parties Lender shall have executed received the most recent unaudited annual financial statements (or audited if available) of the Loan Parties, all in reasonable detail and delivered accompanied by an unqualified report thereon by a certified public accountant reasonably acceptable to Lender which shall state that such financial statements present fairly the Agents financial condition as of the end of such additional documents, instruments, Fiscal Year and agreements as the Administrative Agent or the Collateral Agent may reasonably requestresults of operations and changes in financial position for such Fiscal Year of Borrower in accordance with GAAP.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until The satisfaction of each of the following shall constitute conditions precedent has been fulfilled to the reasonable satisfaction effectiveness of this Agreement and each and every provision hereof (such date being the Administrative Agent:“Agreement Effective Date”): (a) This Joinder Lender shall have been received counterparts of this Agreement duly executed and delivered by the respective parties hereto, each Borrower and shall be in full force and effect.each Guarantor; (b) All action on Lender shall have received, in form and substance satisfactory to Lender: (i) a replacement Note, evidencing Revolving Loans, duly executed and delivered by each Borrower; (ii) a duly executed original replacement common stock purchase warrant issued to Lender in the part form of Exhibit C hereto (the “New [Borrower][Guarantor] Warrant”), (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Senior Officers of each Loan Party as Lender may require to establish the identities of and verify the authority and capacity of each Senior Officer thereof authorized to act as a Senior Officer thereof; (iv) such evidence as Lender may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing (to the extent such concept is applicable in the relevant jurisdiction) and qualified to engage in business in such Loan Party’s jurisdiction of organization and in each foreign jurisdiction in which such Loan Party is required to be qualified, including certified copies of such Loan Party’s Organization Documents, certificates of good standing and/or qualification to engage in business, tax clearance certificates, and the other Loan Parties necessary like, [***] Omitted pursuant to a request for confidential treatment with the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative AgentSEC. (c) The New [Borrower][Guarantor] (except for representations and each other Loan Party, warranties which would otherwise fail to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form be true and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary correct solely as a result of the State of its incorporation or organization. (ii) A certificate of an authorized officer occurrence and continuance of the due adoptionSpecified Defaults, continued effectiveness, the representations and setting forth the text, of each corporate resolution adopted warranties herein and in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan DocumentsDocuments shall be true and correct in all material respects (except where any such representation and warranty is already subject to a materiality standard, in which case such representation and attesting warranty is true and correct in all respects) on and as of the date hereof, as though made on such date (except to the true signatures of each Person authorized as a signatory extent that such representations and warranties relate solely to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.an earlier day); (d) The Administrative Agent no Default or Event of Default (other than the Specified Defaults) shall have received a written legal opinion occurred and be continuing on the date hereof, nor shall result from the consummation of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.herein; and (e) The Collateral Agent shall have received all documents and instrumentsno injunction, including UCC financing statements and Blocked Account Agreementswrit, required by Law restraining order or reasonably requested by other order of any nature prohibiting, directly or indirectly, the Administrative Agent or consummation of the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments transactions contemplated herein shall have been so filed, registered issued and remain in force by any Governmental Authority against any Borrower or recorded to the satisfaction of the Administrative Agentany Guarantor or Lender. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each of on the date (the “Effective Date”) that the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder The Borrower shall have been duly executed paid all fees and delivered by expenses of the respective parties heretoAdministrative Agent, the L/C Issuers and the Lenders payable hereunder and accrued as of the Effective Date (including the accrued fees and expenses of counsel to the Administrative Agent to the extent 91839933_4 invoiced at least two Business Days prior to the Effective Date, plus such additional amounts of such fees and expenses as shall constitute a reasonable estimate of such fees and expenses incurred or to be in full force incurred through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and effectthe Administrative Agent)). (b) All action on On the part of Effective Date, the New [Borrower][Guarantor] following statements shall be true and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to received for the Administrative Agentaccount of each Lender a certificate signed by a duly authorized Director of the Borrower, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the Effective Date; and (ii) No event has occurred and is continuing that constitutes a Default. (c) The New [Borrower][Guarantor] (Administrative Agent shall have received on or before the Effective Date the following, each dated such day, in form and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following substance satisfactory to the Administrative AgentAgent and (except for the Notes) in sufficient copies for each Lender: (i) Executed counterparts of this Agreement from all parties hereto. (ii) If requested by a Lender, a Note payable to the order of such Lender, in a principal amount equal to each such Lender’s Commitment. (iii) Certified copies of the resolutions of the Board of Directors (or committee thereof) of the Borrower and the Guarantor approving this Agreement, the Notes and the Guaranty to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to this Agreement, the Notes and each Guaranty. (iv) A certificate of the Director, Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a party and the other documents to be delivered hereunder. (v) The Parent Guaranty duly executed by the Parent. (vi) An opinion of ▇▇▇▇▇▇ & Bird LLP, counsel for the Loan Parties, in substantially the form of Exhibit E attached hereto. (vii) An opinion of Linklaters LLP, English counsel for the Borrower, in substantially the form of Exhibit F attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. (viii) An opinion of ▇▇▇▇▇▇▇ (Bermuda) Limited, Bermuda counsel for the Parent, in substantially the form of Exhibit G attached hereto and to such other matters as any Lender through the Administrative Agent may reasonably request. 91839933_4 (ix) An acceptance of the appointment of the Process Agent (as such term is defined in Section 8.12) for each of the Parent and the Borrower. (x) A certificate signed by the chief financial officer of the Parent certifying the current Debt Ratings. (d) The Administrative Agent shall have received the Consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2016 and the fiscal quarter ended March 31, 2017, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentconditions: (a) This Joinder shall have been the Agent on behalf of each Lender (or certain Lenders, as indicated below) has received, in form and substance satisfactory to the Agent (or, in the case of (vi) and (vii) below, each of the Lenders), acting reasonably: (i) a duly executed and delivered by the respective parties hereto, and shall be in full force and effect.copy of this Agreement; (bii) All action on the part a duly executed confirmation of the New [Borrower][Guarantor] affiliate guarantee dated March 1, 2019 granted by Newfield Exploration Company to the Agent and the Lenders with respect to the “Outstandings” as defined therein; (iii) a certificate of the Guarantor confirming that the Reorganization has been completed; (iv) a certified copy of the articles and by-laws of the Borrower; (v) a certified copy of the articles and by-laws of the Guarantor; (vi) a certificate of existence under the laws of British Columbia in respect of the corporate existence of the Borrower; (vii) a certificate of existence under the laws of State of Delaware in respect of the corporate existence of the Guarantor; (viii) a certified resolution of the Board of Directors of the Borrower with respect to this Agreement; (ix) a certified resolution of the Board of Directors of the Guarantor with respect to this Agreement; (x) an incumbency certificate of the Borrower certifying the name and true signatures of the Borrower’s officers authorized to sign this Agreement and the other Loan Parties necessary for Documents to which the valid executionBorrower is a party; (xi) an incumbency certificate of the Guarantor certifying the name and true signatures of the Guarantor’s officer authorized to sign this Agreement; (xii) an opinion of Blake, delivery ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Borrower and performance the Guarantor addressed to the Agent and each Lender; (xiii) an opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel to the Guarantor addressed to the Agent and each Lender; (xiv) an opinion of Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Canada LLP, counsel to the Lenders, addressed to the Agent and each Lender; (xv) all such other agreements, certificates, declarations, opinions and other documents as are reasonably required by the New [Borrower][Guarantor] Agent to confirm or establish the completion or satisfaction of the conditions to the Lenders’ obligations hereunder and of which the other Loan Parties Borrower is advised in a timely manner; (xvi) a duly executed withdrawal letter from each of this Joinder Export Development Canada and all other documentation, instruments, and agreements ICICI Bank Canada whereby they cease to be executed Lenders under and as defined in the Existing Credit Agreement; and (xvii) all documentation and other information regarding the Borrower or the Guarantor requested in connection herewith shall have been duly with applicable “know your customer” and effectively taken anti-money laundering rules and evidence thereof reasonably satisfactory to regulations, including the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan PartyAML Legislation, to the extent requested in writing of the Borrower at least 10 days prior to the Effective Date; and (b) the Borrower shall have paid to the Agent for the account of the Agent, the co-lead arrangers and the Lenders, as applicable, and in a timely manner, all upfront and arrangement fees required to be paid by the Administrative Agent) shall each have delivered Borrower on or before the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted Effective Date in connection with this Agreement. Each Lender hereby authorizes the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting Agent to confirm to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of Borrower on the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall Effective Date that the conditions precedent set forth in this Section 7.1 have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed been satisfied on or prior to the Administrative AgentEffective Date, provided such Lender has not advised the Collateral Agent and in writing prior to such Effective Date that such Lender is not satisfied that the other Credit Parties, covering Borrower has complied with such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestconditions precedent. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date (the “Effective Date”) on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder The Borrower shall have been duly executed notified each Lender and delivered by the respective parties hereto, and shall be Agent in full force and effectwriting as to the proposed Effective Date. (b) All action on the part The Borrower shall have paid all accrued fees and expenses of the New [Borrower][Guarantor] Agent and the other Loan Parties necessary for Lenders (including the valid execution, delivery accrued fees and performance by the New [Borrower][Guarantor] and the other Loan Parties expenses of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory counsel to the Administrative Agent shall have been provided to the Administrative Agent). (c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The New [Borrower][Guarantor] representations and warranties contained in Section 4.01 are correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and each other Loan Partycorrect in all respects) on and as of the Effective Date, except to the extent requested any of such representations and warranties refers to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (other than any representation or warranty qualified by the Administrative Agentmateriality or Material Adverse Effect, which shall be true and correct in all respects) shall each have delivered the following on and as of such earlier date, and (ii) After giving effect to the Administrative Agentincurrence of the Loans on the Effective Date and the other transactions contemplated hereby, no event has occurred and is continuing that constitutes a Default or Event of Default. (d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to the Administrative Agent:: ( (i) Certificate Counterparts of Legal Existence this Agreement, duly executed and Good Standing, if applicable, issued delivered by the Secretary each of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit AgreementLenders, the Security Agreement Borrower and the other Loan DocumentsAgent (or in the case of any such party as to which an executed counterpart shall not have been received, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received received, in form reasonably satisfactory to it, telecopy, email or other written confirmation from such party of its execution of a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation counterpart of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]Agreement). (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The effectiveness of this Agreement shall not be effective until each subject to satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by The Administrative Agent’s receipt of the respective parties heretofollowing, and each of which shall be in full force and effect. originals or facsimiles (bfollowed promptly by originals) All action on the part unless otherwise specified, each properly executed by a Responsible Officer of the New [Borrower][Guarantor] signing Loan Party, each in form and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof substance reasonably satisfactory to the Administrative Agent shall have been provided and its legal counsel: (i) executed counterparts of this Agreement; (ii) an opinion of each of (A) Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent. Loan Parties, (cB) The New [Borrower][Guarantor] ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Bermuda counsel to the Loan Parties, (C) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & Calabria, Puerto Rican counsel to the Loan Parties and (D) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ counsel to the Lenders, each addressed to each Agent and each other Loan Party, to the extent requested by the Administrative Agent) shall Lender and each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:; (iiii) Certificate such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed, validly existing, in good standing and qualified to engage in business in its jurisdiction of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization.; (iiiv) A certificate such certificates of an authorized officer resolutions or other action, incumbency certificates and/or other certificates of the due adoption, continued effectiveness, and setting forth the text, Responsible Officers of each corporate resolution adopted Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer of such Borrower authorized to act as a Responsible Officer in connection with the assumption of obligations under the Credit Agreement, the Security this Agreement and the other Loan DocumentsDocuments to which such Borrower is a party; and (v) certified copies of each of (A) the Senior Subordinated Notes Documents and (B) the Equity Contribution Agreement, each in form and attesting substance reasonably satisfactory to the true signatures of Administrative Agent and each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of duly executed by the Loan Documentsparties thereto, together with true all material agreements, instruments and accurate copies of all Organization Documentsother documents delivered therewith as the Administrative Agent shall reasonably request, which shall be in full force and effective in accordance with their respective terms. (db) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed all documentation and other information with respect to the Administrative Agent, the Collateral Agent each Borrower required by regulatory authorities under applicable “know your customer” and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents anti-money laundering rules and instrumentsregulations, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]Patriot Act. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The amendments contained in Article 2 of this Amendment shall not be effective until each of the date (such date, the “Amendment Effective Date”) that the following conditions precedent has have been fulfilled to satisfied or waived by the reasonable satisfaction of the Administrative AgentUnanimous Lenders: (a) This Joinder The Administrative Agent shall have been duly received copies of this Amendment executed and delivered by the respective parties heretoBorrower and the Unanimous Lenders, and shall be in full force acknowledged by the Administrative Agent, the Collateral Agent and effectthe L/C Issuer. (b) All action on the part The Borrowers shall have paid all fees, costs and expenses of the New [Borrower][Guarantor] Administrative Agent, the Collateral Agent, the L/C Issuer and the Lenders incurred in connection with the execution and delivery of this Amendment (including third-party fees and out-of-pocket expenses of the Lenders’, the Collateral Agent’s and the L/C Issuer’s counsel, fees of other Loan Parties necessary advisors or consultants retained by [***] Confidential treatment has been requested for the valid execution, delivery bracketed portions. The confidential redacted portion has been omitted and performance by filed separately with the New [Borrower][Guarantor] Securities and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to Exchange Commission. the Administrative Agent shall have been provided and upfront fees owed to any Lender pursuant to the Administrative Agentapplicable fee letter, dated as of the date hereof, by and among the Borrowers and such Lender). (c) The New [Borrower][Guarantor] (Administrative Agent shall have received a certificate of a Responsible Officer of each Loan Party dated the Amendment Effective Date, in form and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following substance acceptable to the Administrative Agent, in form attaching and substance reasonably satisfactory to the Administrative Agent: certifying as true, correct and complete: (i) Certificate the Organization Documents of Legal Existence and Good Standingeach Loan Party (which, if applicableto the extent filed with a Governmental Authority, issued shall be certified as of a recent date by the Secretary of the State of its incorporation or organization. such Governmental Authority), (ii) A the resolutions or other authorizations of the governing body of each Loan Party certified as being in full force and effect on the Amendment Effective Date, authorizing the execution, delivery and performance of this Amendment and any instruments or agreements required hereunder, (iii) a certificate of an authorized officer good standing, existence or its equivalent of each Loan Party certified as of a recent date by the appropriate Governmental Authority and (iv) the incumbency (including specimen signatures) of the due adoption, continued effectiveness, and setting forth the text, Responsible Officers of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization DocumentsParty. (d) The Administrative Agent shall have received a written legal an opinion or opinions of counsel for the New [Borrower][Guarantor]'s counselLoan Parties, dated the Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent and the other Credit PartiesLenders, covering such matters relating in form and substance acceptable to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not Agreement will be effective until and enforceable in accordance with its terms upon the satisfaction of each of the following conditions precedent has been fulfilled to the reasonable satisfaction conditions: (1) The Administrative Agent’s receipt of the Administrative Agent:following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party (other than in the case of clause (1)(c)(ii) and (1)(e) below): (a) This Joinder a Committed Loan Notice (delivered at least one (1) Business Day prior to the Amendment and Restatement Date), which shall be an original, facsimile or copy in .pdf format (followed promptly by an original) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party; (b) with respect to the Mexican Subsidiaries, (i) a copy of a partners resolution (or managers or equivalent), approving and authorizing the execution, delivery and performance of the Loan Documents and (ii) the power of attorney granted to the process agent in terms of the Guaranty; (c) executed counterparts of this Agreement and the Reaffirmation by each intended party hereto and thereto; (d) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Amendment and Restatement Date as indicated on such schedule, duly executed by each Loan Party that is party thereto; (e) certificates of good standing from the secretary of state of the state or competent Governmental Authority of the jurisdiction of the incorporation or organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary resolutions of the board of directors or managers, the supervisory board and/or other equity governing body and customary resolutions of the shareholders, customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date; (f) a customary legal opinion from (i) ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) NautaDutilh New York P.C., Dutch counsel to the Loan Parties, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agent as to German Law, as to the enforceability of the Collateral Documents governed by German law, (iv) Béndiksen, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, S.C., Mexican counsel to the Loan Parties, (v) ▇▇▇▇▇, Costa Rican counsel to the Loan Parties, (vi) ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Her i Wspólnicy sp.k., Polish counsel to the Loan Parties, as to the capacity of the Polish Obligor to enter into the Loan Documents (including any amendment thereto) to which it is a party, (vii) Linklaters ▇.▇▇▇▇▇▇▇▇▇▇ i Wspólnicy sp. k., counsel to the Agent as to Polish Law, as to the enforceability of the Collateral Documents (including any amendment thereto) governed by Polish law and (viii) Weil, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, as to German Law, as to the capacity of the Loan Parties that are incorporated in Germany to enter into the Loan Documents to which each such Loan Party is a party, in each case, reasonably satisfactory to the Administrative Agent; (g) a certificate of a Responsible Officer certifying that the conditions set forth in Section 4.01(4) and Section 4.01(9) has been satisfied; (h) a solvency certificate from a Financial Officer of the Borrower (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I; and (i) a positive or neutral advice from each relevant works council which, if conditional, contains conditions which can reasonably be complied with, including the request for advice or, a confirmation of the board of directors of each relevant Loan Party included in the board resolutions that no works council has jurisdiction in respect of any of the transactions contemplated by the Loan Documents. (2) The Administrative Agent shall have received at least three (3) Business Days prior to the Amendment and Restatement Date all documentation and other information in respect of the Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been duly executed reasonably requested in writing by it at least five (5) Business Days prior to the Amendment and delivered Restatement Date and (y) a Beneficial Ownership Certification with respect to the Borrower. (3) The representations and warranties contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (4) On and as of the Amendment and Restatement Date, since December 31, 2023, there has not been any event, change, effect, occurrence, circumstance or condition, individually or in the aggregate, which has had, or could reasonably be expected to have, a Material Adverse Effect. (5) [Reserved]. (6) The Administrative Agent shall have received the results of Lien searches (including a search as to judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the UCC and U.S. Intellectual Property statutes (or in the applicable judicial docket or comparable registry) as in effect in each jurisdiction in which filings or recordations under the UCC and U.S. Intellectual Property or similar statutes should be made to evidence or perfect Liens in all assets of such Loan Party, indicating among other things that the assets of each such Loan Party are free and clear of any Lien (except for Permitted Liens and Liens to be terminated on the Closing Date). (7) The Amendment and Restatement Date Refinancing shall have occurred, and the Borrower and its Subsidiaries shall have (x) no outstanding Indebtedness for borrowed money other than Indebtedness permitted under Section 7.02 and (y) no Liens outstanding other than Permitted Liens. (8) The Administrative Agent shall have received a copy of a detailed sources and uses statement and funds flow memorandum for the transactions contemplated by the Loan Documents on the Amendment and Restatement Date. (9) Both before and after giving effect to the transactions contemplated hereby, including the borrowing of the Loans on the Amendment and Restatement Date, no Default or Event of Default shall have occurred and be continuing. (10) There shall exist no pending or, to the knowledge of the Loan Parties, threatened litigation against the Loan Parties or any of their Subsidiaries or respective parties heretoassets in any court or administrative forum (i) which could reasonably be expected to have a Material Adverse Effect or (ii) that involves this Agreement or any other Loan Document. (11) Receipt and satisfaction by the Administrative Agent and Lenders of all legal due diligence and business due diligence (including, without limitation, due diligence related to third party reports, as well as due diligence related to maximum historical exposure and forward-looking business implications of any existing litigation), and the Administrative Agent and Lenders shall be reasonably satisfied with the Loan Parties’ capital, legal and organizational structure. (12) All consents, authorizations and approvals of, and filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Loans and the consummation of the transactions contemplated hereby have been obtained and are in full force and effect. (b13) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory The amendment to the Administrative Agent shall have been provided to Super-Priority Credit Agreement and a consent under the Administrative Agent. (c) The New [Borrower][Guarantor] (and Closing Date Intercreditor Agreement, in each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentcase, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. (14) [Reserved]. (15) The Amendment and Restatement Date shall have occurred no later than 11:59 p.m. (New York time) on August 14, 2024. (16) With respect to the Polish Obligor: (ia) Certificate A copy of Legal Existence the constitutional documents of the Polish Obligor; (b) A copy of a resolution of the shareholders meeting, supervisory board (if any) and Good Standingmanagement board of the Polish Obligor approving the terms of, if applicableand the transactions contemplated by, issued the Loan Documents (including any amendment thereto) to which it is a party and resolving that it execute the Loan Documents (including any amendment thereto) to which it is a party; (c) A copy of any power-of-attorney authorizing any person to execute on behalf of the Polish Obligor any Polish Security Agreement or any amendment agreement to any Polish Security Agreement (unless already provided); (d) A specimen of the signature of each person authorized by the Secretary of the State of its incorporation resolution referred to in paragraph (b) above and which signed any Polish Security Agreement or organization.any amendment agreement to any Polish Security Agreement (unless already provided); and (iie) A certificate of an authorized officer signatory of the due adoptionPolish Obligor certifying that each copy document relating to it specified in this Section 4.01 is correct, continued effectivenesscomplete and in full force and effect as at a date no earlier than the date of this Agreement. Without limiting the generality of the provisions of the last paragraph of Section 9.03, and setting forth the text, for purposes of each corporate resolution adopted in connection determining compliance with the assumption of obligations under conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed notice from such Lender prior to the Administrative Agent, the Collateral Agent proposed Amendment and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestRestatement Date specifying its objection thereto. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder Agreement shall be effective upon satisfaction of the conditions precedent that: (i) each Transaction Document shall have been duly executed by, and delivered by to, the respective parties heretothereto, and the Administrative Agent shall be have received copies of the Advisory Agreements and such other documents, instruments, agreements, certificates and legal opinions as the Administrative Agent shall reasonably request in full force connection with the transactions contemplated by this Agreement, each in form and effect.substance satisfactory to the Administrative Agent; (ii) any and all information submitted to each Lender, Lender Agent and the Administrative Agent by any Borrower Party or any of their Affiliates is true, accurate, complete in all material respects and not misleading in any material respect; (iii) (a) each of the Borrower’s, Seller’s, Equityholder’s, Collateral Advisor’s and Collateral Manager’s underwriting, servicing, collection, operating, and reporting procedures and systems are satisfactory to the Administrative Agent in its sole discretion and (b) All action the Collateral Sub-Advisor’s underwriting, servicing, collection, operating, and reporting procedures and systems solely with respect to the Equityholder are satisfactory to the Administrative Agent in its sole discretion; (iv) a satisfactory review by the Administrative Agent of all organizational documents and material contracts of the Borrower, Seller, Equityholder, Collateral Advisor and Collateral Manager (including, without limitation, the Advisory Agreements); (v) a satisfactory review by the Administrative Agent of business, financial, legal, tax and accounting due diligence relating to transactions contemplated hereby, each Borrower Party and the transactions contemplated hereunder are satisfactory to the Administrative Agent in its sole discretion; (vi) in the reasonable judgment of the Administrative Agent and each Lender Agent, there not having been any change in Applicable Law which adversely affects any Lender’s or the Administrative Agent’s entering into the transactions contemplated by the Transaction Documents or material disruption after December 31, 2014 in the financial, banking or commercial loan or capital markets generally; (vii) the Administrative Agent and the Lenders shall have received, sufficiently in advance of the Closing Date, all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56; (viii) a satisfactory due diligence review by the Administrative Agent of each Loan submitted for consideration in the initial Collateral Portfolio; (ix) the Administrative Agent and each Institutional Lender shall have received each required approval (including, without limitation, from its internal credit committee); (x) the Administrative Agent and the Lenders shall have received the fees (including reasonable and documented out-of-pocket reimbursable expenses and fees, disbursements and other charges of counsel to the Administrative Agent) to be received on the part Closing Date referred to herein or in any other Transaction Document; (xi) since December 31, 2014, no material adverse change has occurred in the financial condition of the New [Borrower][Guarantor] Equityholder, the Seller, any Borrower Advisor or the Borrower or in any material portion of the assets in the initial Collateral Portfolio; (xii) the Administrative Agent shall have received satisfactory evidence that the Seller, the Borrower and the other Loan Parties necessary for Collateral Manager have obtained all required consents and approvals of all Persons to the valid execution, delivery and performance by the New [Borrower][Guarantor] of this Agreement and the other Loan Parties Transaction Documents to which it is a party and the consummation of this Joinder the transactions contemplated hereby or thereby; (xiii) the Collateral Manager and all other documentation, instruments, the Borrower shall each have delivered to the Administrative Agent a certificate as to whether such Person is Solvent in the form of Exhibit N; (xiv) the Borrower and agreements to be executed in connection herewith the Collateral Manager shall have been duly delivered to the Administrative Agent a certification that no Unmatured Event of Default, Event of Default or Facility Amortization Event has occurred and effectively taken and evidence thereof reasonably satisfactory to is continuing; (xv) the Administrative Agent shall have been provided received (i) the customary executed legal opinion or opinions of Dechert LLP, counsel to the Administrative Agent. Borrower and the Collateral Manager, covering enforceability, grant and perfection of the security interests on the Collateral Portfolio and non-consolidation of the Borrower and (cii) The New [Borrower][Guarantor] (and bring-down legal opinions of Dechert LLP covering the enforceability of the Advisory Agreements as of the Closing Date, in each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentcase, in form and substance acceptable to the Administrative Agent in its reasonable discretion; (xvi) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent:; (ixvii) Certificate each Lender shall have received a duly executed copy of Legal Existence and Good Standingits Variable Funding Note, if applicable, issued by in a principal amount equal to the Secretary Commitment of such Lender; (xviii) the UCC-1 financing statement is in proper form for filing in the filing office of the State of its incorporation or organization.appropriate jurisdiction; (iixix) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion secretary’s certificate of each of the New [Borrower][Guarantor]'s counselCollateral Manager and the Borrower that includes a copy of the resolutions (or other authorizing instruments, addressed if applicable), in form and substance satisfactory to the Administrative Agent, of the Collateral Agent Board of Directors (or similar governing or managing body) of such Person authorizing (i) the execution, delivery and performance of this Agreement and the other Credit PartiesTransaction Documents to which it is a party, covering such matters relating (ii) in the case of the Borrower, the borrowings contemplated hereunder, and (iii) in the case of the Borrower, the granting by it of the Liens created pursuant to the New [Borrower][Guarantor]Transaction Documents, certified by the Loan Documents and/or Secretary or an Assistant Secretary (or other authorized Person) of such Person as of the transactions contemplated thereby as Closing Date, which certification shall be in form and substance satisfactory to the Administrative Agent may reasonably request.and shall state that the resolutions, or other authorizing instruments, if applicable, thereby certified have not been amended, modified, revoked or rescinded; (exx) The Collateral the Administrative Agent shall have received all documents a certification of each of the Collateral Manager and instrumentsthe Borrower, including UCC financing statements dated the Closing Date, as to the incumbency and Blocked Account Agreementssignature of the officers of such Person executing any Transaction Document, required by Law or reasonably requested by which certification may be included in the certificate delivered in respect of such Person pursuant to Section 3.01(a)(xix) and satisfactory in form and substance to the Administrative Agent or and shall be executed by an Authorized Person of such Person; (xxi) the Administrative Agent shall have received true and complete copies of the organizational documents of each of the Collateral Agent Manager and the Borrower, certified as of the Closing Date as complete and correct copies thereof by the Secretary or an Assistant Secretary (or other authorized Person) of such Person, which certification shall be included in the certificate delivered in respect of such Person pursuant to create or perfect the Lien intended Section 3.01(a)(xix) and shall be in form and substance satisfactory to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent.; (fxxii) The the Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of each of the Collateral Manager and the Borrower (i) in the jurisdiction of its organization and (ii) in each other jurisdiction where its ownership, lease or operation of property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect; (xxiii) the Administrative Agent shall have received evidence in form and substance satisfactory to it that all insurance policies filings, recordings, registrations and endorsements required under the Loan Documents (other actions, including, without limitation, lender's loss payable endorsementsthe filing of duly executed financing statements on form UCC-1 necessary or, additional insured endorsements and notice in the opinion of cancellation endorsements) the Administrative Agent, desirable to perfect the Liens created, or purported to be created, by the Transaction Documents shall have been obtained completed; (xxiv) the Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and are in effecttax lien filings which may have been filed with respect to personal property of the Borrower, including and bankruptcy and pending lawsuits with respect to the New [Borrower][Guarantor]Borrower and the results of such search shall be satisfactory to the Administrative Agent; (xxv) the Borrower shall have received the executed legal opinion or opinions of ▇▇▇▇▇ Lord LLP, counsel to the Collateral Agent, the Collateral Custodian and the Account Bank, covering enforceability of the Transaction Documents to which the each such Person is a party; and (xxvi) the Administrative Agent (with a copy to the Collateral Custodian and the Collateral Agent) shall have received the Initial Notice of Borrowing. (gb) All reasonable fees By its execution and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation delivery of this Joinder and related documents (including Agreement, the reasonable fees and expenses Borrower hereby certifies that each of counsel the conditions precedent to the Agents) shall effectiveness of this Agreement set forth in this Section 3.01 have been paid in full by the New [Borrower] [Guarantor]satisfied. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date (the “Effective Date”) on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agent:satisfied. (a) This Joinder The Agent and the Lenders shall have been duly executed and delivered by received on or before the respective parties heretoEffective Date the following, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentdated such day, in form and substance reasonably satisfactory to the Administrative AgentLenders: (i) Certificate counterparts hereof signed by each of Legal Existence and Good Standingthe parties hereto (or, if applicablein the case of any party as to which an executed counterpart shall not have been received, issued receipt by the Secretary Agent of the State telecopy, electronic communication or other written confirmation from such party of its incorporation or organization.execution of a counterpart hereof by such party); (ii) A certificate the Notes payable to the Lenders, respectively, requesting same; (iii) an opinion or opinions of an authorized officer counsel for the Borrower in form and substance reasonably satisfactory to the Lenders; (iv) certified copies of the due adoption, continued effectiveness, and setting forth resolutions of the text, Board of each corporate resolution adopted in connection with Directors of the assumption of obligations under the Credit Agreement, the Security Borrower approving this Agreement and the other Loan DocumentsNotes, and attesting of all documents evidencing other necessary corporate or other similar action and governmental approvals, if any, with respect to this Agreement and the Notes, as applicable; (v) a certificate signed by the Chief Financial Officer or the Treasurer of the Borrower, dated the Effective Date, to the effect set forth in clauses (a) and (b) of Section 3.02; (vi) a certificate of the Secretary or an Assistant Secretary of each of the Borrower certifying the names and true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any the officers of the Loan DocumentsBorrower authorized to sign this Agreement and the Notes, together with true as applicable, and accurate copies the other documents to be delivered hereunder; and (vii) all documents the Lenders may have reasonably requested prior to the date hereof relating to the existence of all Organization Documentsthe Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto. (db) The Administrative Agent Lenders shall have received a written legal opinion of the New [Borrower][Guarantor]'s counselreceived, addressed to the Administrative Agentextent requested, the Collateral Agent all documentation and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or information reasonably requested by the Administrative Agent Lenders or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents applicable “know your customer” and all such documents anti-money laundering rules and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effectregulations, including with respect to the New [Borrower][Guarantor]Patriot Act. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be effective unless and until the date (the “Effective Date”), when each of the following conditions precedent has shall have been fulfilled to satisfied in the reasonable satisfaction sole discretion of the Administrative AgentGECC: (a) This Joinder Each of the Required Lenders (which shall include Prior Agent and GECC) shall have been duly delivered to GECC executed and delivered by the respective parties hereto, and shall be in full force and effect.counterparts of this Agreement; (b) All action on the part Each of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements parties designated to be executed in connection herewith a signatory to the attached Acknowledgment of Second Amendment and Agency Assignment Agreement shall have been duly and effectively taken and evidence thereof reasonably satisfactory delivered to the Administrative Agent shall have been provided to the Administrative Agent.GECC executed counterparts of such Acknowledgment; (c) The New [Borrower][Guarantor] (and each other Loan Party, parties thereto shall have entered into an amendment to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative AgentGuarantee and Collateral Agreement, in form and substance reasonably satisfactory to the GECC, reflecting that GECC has become General Administrative Agent and Collateral Monitoring Agent: (i) Certificate of Legal Existence and Good Standing, if as applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.; (d) The parties thereto shall have entered into an amendment to the Intercreditor Agreement, in form and substance satisfactory to GECC, reflecting that GECC has become General Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative and Collateral Monitoring Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.applicable; (e) The Collateral Agent Borrower shall have received reimbursed each of GECC and the Prior Agent (including any Person which is resigning or assuming such respective capacity) for all documents its costs and instrumentsexpenses including, including UCC financing statements without limitation, reasonable legal fees and Blocked Account Agreementsexpenses incurred by GECC and the Prior Agent in connection with the negotiation, required by Law or reasonably requested by execution and delivery of this Agreement and the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent.actions contemplated hereby; (f) The Administrative Agent shall have received evidence that all insurance policies Delivery to GECC of an executed fee letter; (g) Delivery to GECC of executed third-party notices, if any, in form and endorsements required under the Loan Documents substance satisfactory to GECC which GECC deems are desirable or necessary (including, without limitation, lender's loss payable endorsementsnotices to be sent to any Credit Party’s debt holders, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor].equityholders or landlords); and (h) The Loan Parties shall have executed and delivered Delivery to GECC of such agreements, documents or instruments necessary or desirable to effect the Agents such additional documents, instruments, and agreements agency transfers contemplated hereby as the Administrative Agent or the Collateral Agent GECC may reasonably requestrequest in form and substance satisfactory to GECC in its sole discretion.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until and enforceable against the parties hereto on the date each of the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agent:Agent (such date, the “Amendment Effective Date”): (a) This Joinder The Administrative Agent shall have been received a counterpart of this Agreement, duly and validly executed and delivered by duly authorized officers of the respective parties heretoBorrowers, each Guarantor, the Administrative Agent, and each Lender. (b) The Administrative Agent shall be have received (i) with respect to each Loan Party, a certificate of an authorized signatory of each such entity dated as of the date of this Agreement and certifying (a) that attached thereto is a true and complete copy of the Organization Documents of each such entity as in effect on the date of that certificate, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or managers of each such entity, as applicable, authorizing the execution, delivery and performance of the Agreement, and other document to which such Loan Party is a party to and that such resolutions have not been modified, rescinded or amended and are in full force and effect. , (c) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of each such entity, (d) [reserved], and (ii) a certificate from the Chief Financial Officer of the General Partner on behalf of the US Borrower certifying on behalf of the US Borrower, and not in an individual capacity, that after giving effect to this Agreement, (a) this Agreement constitutes the valid and legally binding obligation of such Loan Party enforceable in accordance with its terms, except as may be limited by any applicable Debtor Relief Laws affecting creditors’ rights generally or by general principles of equity, (b) All action on the part of the New [Borrower][Guarantor] representations and the other Loan Parties necessary for the valid execution, delivery and performance warranties by the New [Borrower][Guarantor] and Borrowers or the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if Guarantors as applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted contained in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, to which it is a party, are true and attesting correct on and as of the date hereof in all material respects as though made as of the date hereof, except to the extent such representations and warranties are qualified by materiality, in which case they shall be true signatures and correct in all respects; and (c) no Default or Event of each Person authorized as a signatory to 4 Include only for joinders of guarantors. Default exists under the Credit Agreement or any of the other Loan Documents. (c) The Administrative Agent shall have received a favorable opinion of ▇▇▇▇▇▇, together with true ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and accurate copies of all Organization Documentseach Lender, as to customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request. (d) The Administrative Agent shall have received a written legal favorable opinion of (i) local counsel to the New [Borrower][Guarantor]'s counsel, Loan Parties in Canada addressed to the Administrative Agent, the Collateral Agent and each Lender, as to customary matters concerning the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], Loan Parties and the Loan Documents and/or as the transactions contemplated thereby Administrative Agent may reasonably request and (ii) local counsel to the Loan Parties in British Columbia, Canada as to customary matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request. (e) The Collateral Administrative Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by duly executed counterparts of that certain Fee Letter between the Administrative Agent or and the Collateral Agent Borrowers, in form and substance reasonably satisfactory to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence duly executed counterparts of that all insurance policies certain Waiver to Marketing Services Agreement dated as of November 21, 2023 between USD Clean Fuels LLC, a Delaware limited liability company, and endorsements required under the Loan Documents (includingWest Colton Rail Terminal LLC, without limitationa Delaware limited liability company, lender's loss payable endorsements, additional insured endorsements in form and notice of cancellation endorsements) have been obtained and are in effect, including with respect substance reasonably satisfactory to the New [Borrower][Guarantor]Administrative Agent. (g) All reasonable fees The Administrative Agent shall have received that certain Waiver to Marketing Services Agreement dated as of November 21, 2023, between USD Marketing LLC, a Delaware limited liability company, and Credit Party Expenses incurred by the Agents ▇▇▇▇▇▇ Crude Terminal LLC, a Delaware limited liability company, in form and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel substance reasonably satisfactory to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]Administrative Agent. (h) The Loan Parties Administrative Agent shall have executed received that certain Letter Agreement to Amended and delivered Restated Omnibus Agreement dated as of November 21, 2023, among US Development Group, LLC, a Delaware limited liability company, USD Group LLC, a Delaware limited liability company, the US Borrower, USD Partners GP LLC, a Delaware limited liability company, and USD Logistics Operations LP, a Delaware limited partnership, in form and substance reasonably satisfactory to the Agents such additional documents, instruments, Administrative Agent. (i) The Borrowers shall have paid in cash (a) all reasonable and agreements as documented fees and out-of-pocket expenses incurred by the Administrative Agent or incurred in connection with the Collateral Credit Agreement and the other Loan Documents, (b) all reasonable and documented fees, and out-of-pocket charges and disbursements of ▇▇▇▇▇ ▇▇▇▇▇ LLP, US counsel to the Administrative Agent may reasonably request(directly to such counsel if requested by the Administrative Agent), incurred in connection with the Credit Agreement and the other Loan Documents, (c) all reasonable and documented fees, and out-of-pocket charges and disbursements of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Canadian counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent), incurred in connection with the Credit Agreement and the other Loan Documents and (d) all reasonable and documented fees, out-of-pocket charges and disbursements incurred by PA Consulting Group, Inc. incurred in connection with Credit Agreement and the other Loan Documents.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until The effectiveness of this Agreement and the obligation of each Lender to make its Loan as part of the Initial Borrowing or Additional Borrowing, as applicable, is subject to the satisfaction of the following conditions precedent has been fulfilled to (unless waived by the reasonable satisfaction Lenders and the Administrative Agent at their sole discretion), no later than the date of termination of the Administrative AgentCommitments pursuant to Section 2.04: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received one (1) Business Day before the Administrative Agent. (c) The New [Borrower][Guarantor] (Closing Date, and each other Loan Partyin no event later than July 26, to 2012, the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence this Agreement duly and Good Standing, if applicable, issued validly executed by the Secretary of the State of its incorporation or organization.all parties hereto; (ii) A the Master Assignment and Assumption Agreement, substantially in the form of Exhibit K, duly and validly executed by all parties thereto; (iii) the duly and validly executed and notarized Recognition of Debt delivered in accordance with Section 2.02(e)(ii)(A); (iv) the duly and validly executed Notes for the Borrowing delivered in accordance with Section 2.02(e)(ii)(B); and (b) The following statements shall be true on and as of the Closing Date (and the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date, to the effect that): (i) the representations and warranties of the Borrower contained in the Credit Documents are true and correct in all material respects on and as of the Closing Date as though made on and as of such date (other than to the extent therein expressly made as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date); (ii) no event, act or condition constituting an authorized event described in Section 7.01(d) (without giving effect to the amount thresholds therein) has occurred and is continuing; (iii) no Default has occurred and is continuing, or could reasonably be expected to result from, the consummation of any of the transactions contemplated by the Credit Documents; (iv) since December 31, 2011, no change, event or condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect; (v) no moratorium has been declared or agreed with respect to Indebtedness of the Borrower exceeding in the aggregate $5,000,000; (vi) no restriction or requirement not currently in effect has been imposed, whether by legislative enactment, decree, regulation or otherwise, which limits the availability or the transfer of foreign currencies by the Borrower; and (vii) no action, suit, litigation, investigation or proceeding by or before any court, arbitrator or other Governmental Authority is pending, or to the knowledge of the Borrower threatened in writing against the Borrower or any of it Subsidiaries that could reasonably be expected to have a Material Adverse Effect. (c) Each of the Administrative Agent and the Lenders shall have received the following duly executed by all the parties thereto, in form and substance satisfactory to the Administrative Agent: (i) a certificate from the chief executive officer, chairman of the board or chief financial officer of the due adoptionBorrower dated as of the Closing Date stating that as of such date (A) all representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects and (B) no Default has occurred and is continuing; (ii) copies, continued effectiveness, and setting forth each certified as of the textClosing Date by a Responsible Officer of the Borrower, of (A) evidence that the execution and delivery of each corporate resolution adopted in connection with Credit Document has been approved by the assumption Borrower and (B) the organizational documents of obligations under the Credit Agreement, Borrower; (iii) a certificate of a Responsible Officer of the Security Agreement Borrower dated as of the Closing Date certifying as of such date the names and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any officers of the Loan Borrower authorized to sign the Credit Documents; (iv) favorable opinions of (A) Dechert LLP, together with true special New York legal counsel to the Borrower, substantially in the form of Exhibit G, (B) in-house counsel to the Borrower, substantially in the form of Exhibit H, (C) White & Case LLP, special New York legal counsel to the Administrative Agent, substantially in the form of Exhibit I, and accurate copies (D) ▇▇▇▇▇▇▇▇, Yrarrázaval, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Ltda., special Chile legal counsel to the Administrative Agent, substantially in the form of all Organization DocumentsExhibit J, each dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent and the Lenders; and (v) such other documents, governmental certificates, agreements, licenses, lien searches and information as the Administrative Agent or any Lender may reasonably request. (d) The Administrative Agent Borrower shall have received a written legal opinion paid (i) the fees required by Section 2.03 to be paid as of the New [Borrower][Guarantor]'s counselClosing Date, addressed (ii) the costs and expenses required by Section 9.05 to be paid as of the Closing Date and (iii) with respect to the Administrative AgentC Term Loans, any stamp taxes or similar taxes payable in connection with any of the Collateral Agent Credit Documents. Such fees, costs and expenses may, at the other Credit Partiesoption of the Borrower, covering such matters relating to be netted from the New [Borrower][Guarantor], proceeds of the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestInitial Borrowing. (e) The Collateral Agent No change, event or condition shall have received all documents occurred that, in the reasonable opinion of the Lead Arrangers and instrumentsBookrunners, including UCC financing statements and Blocked Account Agreements, required by Law individually or in the aggregate could reasonably requested by the Administrative Agent or the Collateral Agent be expected to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded materially adverse to the satisfaction Latin American and/or Chilean political, economic and/or social situation and/or the loan syndication, financial and/or capital markets for Latin American, Chilean issues and which has impaired, or could be reasonably expected to, impair the syndication of the Administrative Agentfacility. (f) The Administrative Agent shall have received evidence that all insurance policies the audited consolidated financial statements of the Borrower for the fiscal years ending 2010 and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect2011, including the balance sheets and statements of operations, stockholders’ equity and cash flow audited by independent public accountants of recognized international standing (the “Original Financial Statements”) and, for the three-month period ending March 31, 2012, the unaudited, nonconsolidated financial statements of the Borrower, in all cases prepared in conformity with respect to the New [Borrower][Guarantor]Chilean Banking GAAP. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) The Administrative Agent shall have been paid received copies of all approvals, authorizations or consents of, or notices to or filings or registrations with, any Governmental Authority or any other third party, required for the Borrower, if necessary, to enter into, perform or consummate the transactions contemplated in full by any of the New [Borrower] [Guarantor]Credit Documents. (h) The Loan Parties Administrative Agent shall have executed and delivered received evidence reasonably satisfactory to it of the Agents irrevocable acceptance by the Process Agent of its appointment pursuant to Section 9.14. (i) The Administrative Agent shall have received such additional documentsother approvals, instrumentsopinions or documents deemed necessary or desirable by any Lender as a result of circumstances occurring after the date of this Agreement, and agreements as any Lender through the Administrative Agent or the Collateral Agent may reasonably request. (j) Each Lender shall have completed to its satisfaction its “know your customer” inquiries in accordance with its policies and procedures with respect to the Borrower. (k) The Administrative Agent shall have received the Notice of Borrowing in accordance with Section 2.02(a).

Conditions Precedent to Effectiveness. This Joinder agreement shall not be effective until each of unless the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder each of the parties hereto shall have been duly executed and delivered by this agreement and the respective parties Guarantors have executed and delivered the acknowledgement attached hereto, and shall be in full force and effect.; (b) All action on the part Parent has executed and delivered to the Administrative Agent a general security agreement as well as a pledge agreement with respect to the shares of Tenke Holdings and Tenke Holdings has executed and delivered to the New [Borrower][Guarantor] Administrative Agent a Guarantee, each in form and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably substance satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.; (c) The New [Borrower][Guarantor] (and each other Loan Partythe Borrowers shall forthwith deliver, or cause to the extent requested by the Administrative Agent) shall each have be delivered the following to to, the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary a duly certified copy of the State articles of its incorporation and by-laws or organization.comparable documents of each of the Parent and Tenke Holdings; (ii) A a certificate of status or good standing for each of the Parent and Tenke Holdings issued by the appropriate governmental body or agency of the jurisdiction in which each such Company is incorporated; (iii) a duly certified copy of the resolution of the board of directors of each of the Parent and Tenke Holdings authorizing it to execute, deliver and perform its obligations under each Credit Document referred to in Section 4.1(b) to which such Company is a signatory and, in the case of Tenke Holdings, a duly certified copy of the resolution of the board of directors (if required under the constating documents or by-laws of Tenke Holdings) of Tenke Holdings authorizing the pledge of all of its issued and outstanding shares to the Administrative Agent or its nominees and any subsequent disposition thereof by the Administrative Agent in realizing on the security therein constituted by the relevant Security Documents; (iv) a certificate of an authorized officer of each of the due adoptionParent and Tenke Holdings, continued effectivenessin such capacity, and setting forth specimen signatures of the textindividuals authorized to sign the Credit Documents referred to in Section 4.1(b) to which such Company is a signatory; (v) share certificates representing all of the issued and outstanding shares of Tenke Holdings, duly endorsed in blank for transfer or attached to duly executed stock transfers and powers of attorney; (vi) an opinion of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true Parent and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, Tenke Holdings’ counsel addressed to the Administrative AgentLenders, the Collateral Administrative Agent and the other Credit Partiesits counsel, covering such matters relating to the New [Borrower][Guarantor]status and capacity of each such Company, the Loan due authorization, execution and delivery and the validity and enforceability of the Credit Documents and/or referred to in Section 4.1(b) to which such Company is a party in the transactions contemplated thereby jurisdiction of incorporation of such Company and in jurisdiction(s) whose laws govern such Credit Document and such other matters as the Administrative Agent may reasonably request.; (vii) an opinion of the Administrative Agent’s counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with each of the Parent and Tenke Holdings (including, without limitation, the legality, validity and binding nature of the obligations of such Company under, and the enforceability against such Company of, the Credit Documents referred to in 4.1(b) of the Parent and Tenke Holdings which are governed by the laws of the Province of Ontario); and (viii) a certified copy of the Tenke JVSA; (d) the Administrative Agent and its counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to herein; and (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filedproperly registered, registered or recorded and filed in all places which, searches shall have been conducted in all jurisdictions which, and deliveries of all consents, approvals, acknowledgements, undertakings, directions, negotiable documents of title and other documents and instruments to the satisfaction Administrative Agent shall have been made which, in the opinion of the Administrative Agent.’s counsel, acting reasonably, are desirable or required to make effective the Security created or intended to be created pursuant to the Security Documents referred to in Section 4.1(b) and to ensure the perfection and the intended first-ranking priority of such Security; (f) The Administrative Agent no Default shall have received evidence that all insurance policies occurred and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor].be continuing or would arise upon this agreement becoming effective; and (g) All reasonable fees and Credit Party Expenses incurred by the Agents and Parent has paid to each Lender that has approved in writing the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel TNW Covenant Waiver Request dated February 18, 2009 to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as Lenders from the Administrative Agent or the Collateral Agent may reasonably requesta work fee equal to twenty basis points of such Lender’s aggregate Individual Commitment, with such Individual Commitment based on a RT Facility of U.S.$400,000,000.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable sole satisfaction of the Administrative AgentLender: (a) This Joinder Agreement shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effecteffect and shall be in form and substance satisfactory to the Lender. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties Obligors necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties Obligors of this Joinder Agreement and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent Lender shall have been provided to the Administrative AgentLender. (c) The New [Borrower][Guarantor] (and each other Loan Party, to Lender shall have received payment from the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary Obligors of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization DocumentsForbearance Fee. (d) The Administrative Agent Lender shall have received a written legal opinion an Omnibus Officer’s and Member’s Certificate of duly authorized officers and members, as applicable, of each of the New [Borrower][Guarantor]'s counselObligors certifying (i) that the attached copies of such Obligor’s Organic Documents are true and complete, addressed and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Agreement and all documents referenced therein and related thereto are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the Administrative Agenttitle, the Collateral Agent name and the other Credit Parties, covering signature of each Person authorized to sign such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestdocuments. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties Obligors shall have executed and delivered to the Agents Lender such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent Lender may reasonably request, including, but not limited to, all documents identified on the Document Agenda attached hereto as Exhibit “A”. (f) In accordance with the terms and conditions of Loan Agreement, the Obligors shall pay to Lender all costs and expenses of the Lender, including, without limitation, reasonable attorneys’ fees, in connection with the preparation, negotiation, execution and delivery of this Agreement, all documents related thereto and/or associated therewith in the aggregate amount of $67,794.59 (as of the Second Forbearance Amendment and Sixteenth Amendment Effective Date, and which amount includes outstanding invoices in the aggregate amount of $56,719.79).

Conditions Precedent to Effectiveness. (a) This Joinder shall not be Agreement becomes effective until each upon, and no Lender is obligated to make any Advance, nor is any Lender, the Collateral Custodian, the Calculation Agent or the Administrative Agent obligated to take, fulfill or perform any other action hereunder until, the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (ai) This Joinder shall this Agreement, all other Transaction Documents and all other agreements, instruments, certificates and other documents listed on Schedule II have been duly executed by, and delivered to, the parties hereto and thereto; (ii) all up‐front expenses and fees (including reasonable and documented out‐of‐pocket legal fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the respective parties heretoFee Letters and are invoiced at least three (3) Business Days prior to the Closing Date have been paid in full; (iii) the representations contained in Sections 4.01, 4.02 and 4.06 are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in full force and effect.all respects as so qualified) (as certified by the Borrower); (biv) All action on the part of Borrower has received all material governmental, shareholder and third party consents and approvals necessary or reasonably required in connection with the New [Borrower][Guarantor] transactions contemplated by this Agreement and the other Loan Parties necessary for Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the valid executionBorrower or such other transactions or that could seek or threaten any of the foregoing, delivery and performance no law or regulation is applicable which could reasonably be expected to have such effect; (v) no action, proceeding or investigation has been instituted or, to the knowledge of the Borrower after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial Lenders’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the New [Borrower][Guarantor] other Transaction Documents or the consummation of the transactions contemplated hereby or thereby; (vi) the Borrower shall have obtained an investment grade rating (BBB‐ or higher) from an Acceptable Rating Agency, such as KBRA, and the other Loan Parties Initial Lender shall have a received a copy of this Joinder and all other documentation, instruments, and agreements to be executed any rating letter issued in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to therewith; and (vii) the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (has received all documentation and each other Loan Party, to the extent information requested by the Administrative Agent) shall each have delivered Agent acting at the following direction of the Majority Lenders or required by regulatory authorities with respect to the Administrative AgentBorrower and the Calculation Agent under applicable “know your customer” and anti‐money laundering rules and regulations, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder Amendment shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion fully executed copy hereof and of each other document required hereunder. (b) The Borrower shall have (i) [reserved] and (ii) paid all expenses and reimbursements pursuant to Section 7 hereof, to the extent provided to the Borrower at least three (3) Business Days prior to the Fifth Amendment Effective Date. (c) All material Governmental Approvals and consents and approvals of, or notices to, shall have been obtained and be in full force and effect (or waived, and if such waiver is materially adverse to the interests of the New [Borrower][Guarantor]'s counselLenders, addressed to with the consent of the Administrative Agent, ). (d) Each of the Collateral Agent representations and the other Credit Parties, covering such matters relating warranties made by any Loan Party in or pursuant to the New [Borrower][Guarantor], the Loan Documents and/or shall be true and correct in all material respects on and as of such date as if made on and as of such date, except to the transactions contemplated thereby extent (i) such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or (ii) such representations and warranties are qualified by materiality in the Administrative Agent may reasonably requesttext thereof, in which case they shall be true and correct in all respects. (e) The Collateral Agent Upon giving effect to this Amendment and the incurrence of all Indebtedness contemplated hereby, no Default or Event of Default shall have received all documents occurred and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agentcontinuing. (f) The Administrative Agent shall have received evidence (i) a certificate of each Loan Party, dated Fifth Amendment Effective Date and executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in the form of Exhibit C attached to the Credit Agreement, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party or that all insurance policies there has been no change to Operating Documents of such Loan Party that were previously delivered to the Administrative Agent (which may be in the form of a certification from such Loan Party that there have been no changes from the Operating Documents previously delivered to the Administrative Agent on the Closing Date), (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and endorsements required under perform the Amendment and the other Loan Documents to which such Loan Party is a party thereto or that there has been no change to the board resolutions or written consents, as the case may be, of such Loan Party that were previously delivered to the Administrative Agent (includingwhich may be in the form of a certification from such Loan Party that such board resolutions or written consents, without limitationas the case may be, lender's loss payable endorsementshave not in any way been amended, additional insured endorsements modified, revoked or rescinded, and notice of cancellation endorsements) have been obtained in full force and effect since their adoption up to and including the Fifth Amendment Effective Date and are now in full force and effect), including with respect and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party (which may be in the form of a certification from such Loan Party that there have been no changes from the incumbency and signature specimens previously delivered to the New [Borrower][Guarantor]Administrative Agent on the Closing Date) and (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of organization. (g) All reasonable fees The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower, certifying that the Loan Parties, taken as a whole are, and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel after giving effect to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]Fifth Amendment Capital Stock Repurchase will be, Solvent. (h) The Loan Parties Administrative Agent shall have executed and delivered to received a CDD Attestation Certificate of the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably requestBorrower.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be become ------------------------------------- effective until as of the date hereof when, and only when, Agent shall have received each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentfollowing: (a) This Joinder shall have been duly a fully executed and delivered counterparts of this Amendment by the respective parties heretoBorrowers, Required Lenders and shall be in full force and effect.Agent; (b) All action on payment of an Agent's amendment fee from the part Borrowers in the amount of $137,500 (it being understood that, by execution and delivery of this Amendment, Borrowers authorize Agent to charge Borrowers' Loan Account for such fee and such amount shall thereafter accrue interest at the rate applicable to Advances under the Loan Agreement in accordance with Section 2.6 of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory ----------- Agreement) payable to the Administrative Agent shall have been provided to the Administrative Agent.for its sole benefit; (c) The New [Borrower][Guarantor] payment of a Lenders' amendment fee from the Borrowers in the amount of $500,000 (it being understood that, by execution and delivery of this Amendment, Borrowers authorize Agent to charge Borrowers' Loan Account for such fee and such amount shall thereafter accrue interest at the rate applicable to Advances under the Loan Agreement in accordance with Section 2.6 of the Loan ----------- Agreement) which shall be for the benefit of the Lenders in accordance with each other Loan Party, to the extent requested by the Administrative AgentLender's Pro Rata Share; (d) shall each have delivered the following to the Administrative Agent, projections in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence Agent demonstrating that the Borrowers will have the ability to fund the Exchange Offer upon the terms and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectivenessconditions contained herein, and setting forth after giving effect to the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit AgreementExchange Offer, the Security Agreement and the other Loan Documents, and attesting to the true signatures Borrowers will have Excess Availability of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.not less than $10,000,000; and (e) The Collateral Agent shall have received all documents and instrumentssuch other information, including UCC financing statements and Blocked Account Agreementsdocuments, required by Law instruments or reasonably requested by approvals as the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably requestrequire.

Conditions Precedent to Effectiveness. This Joinder shall not be For this Agreement to become effective until each on the Closing Date, all obligations of the following conditions precedent has been fulfilled Borrower and L/C Account Parties hereunder incurred at or prior to such date (including, without limitation, the Borrower’s obligations to reimburse the actual and reasonable fees and ex-penses of counsel to the reasonable satisfaction of Domestic Agent and any fees and expenses payable to the Administrative Arrangers, the Domestic Agent and the Lenders as previously agreed with Interface), shall have been paid in full, and the Domestic Agent shall have received the following, all in form and substance reasonably satisfactory in all respects to the Domestic Agent: (a) This Joinder shall have been the duly executed and delivered by the respective parties hereto, and shall be in full force and effect.counterparts of this Agreement; (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.completed Notes; (c) The New [Borrower][Guarantor] the duly executed (i) Second Global Amendment and each Master Acknowledgement Agreement, the duly executed Indemnity Agreement, and all other Loan PartySecurity Documents or amendments thereto as the Collateral Agent or the Domestic Agent shall require and (ii) documents, instruments, or agreements effecting the termination and release of certain Liens of the Collateral Agent in and to the extent requested by assets of the Administrative Agent) shall Foreign Subsidiaries, in each have delivered the following to the Administrative Agentcase, in form and substance reasonably satisfactory to the Administrative Agent:Collateral Agent or the Domestic Agent as applicable; (d) certificate of the Borrower in substantially the form of Exhibit E attached hereto and appropriately completed; (e) certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable (i) the execution, delivery and performance of the Credit Documents, and (ii) the granting of the security interest pursuant to the Security Documents; (f) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (g) certified copies of the certificate or articles of incorporation of each Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party; (h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) Certificate [Intentionally Omitted]; (j) certified copies of Legal Existence indentures, credit agreements, instruments, and Good Standingother documents evidencing or securing Indebtedness of any Domestic Consolidated Company described on Schedule 6.18, if applicablein any single case in an amount not less than $5,000,000; (k) a summary, issued set forth in format and detail acceptable to the Domestic Agent, of the types and amounts of insurance (property and liability) maintained by the Secretary Domestic Consolidated Companies, together with the statements from each of the State Credit Parties’ insurance companies required by Section 6.09, acknowledging in favor of Wachovia, as the Collateral Agent, the continued effectiveness of the insurance clauses required by such Section 6.09 and Section 7(b) of the Mortgages pertaining to the loss payable endorsements and its incorporation or organization.rights as loss payee, assignee and additional insured described therein; (iil) A the favorable opinions of K▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ counsel to the Credit Parties, substantially in the form of Exhibit F-1, addressed to the Domestic Agent and each of the Lenders, and covering such other matters as Domestic Agent or any Lender may reasonably request; (m) a duly completed certificate of an authorized the president, chief financial officer or principal accounting officer of Interface as described in Section 7.07(c) given with respect to the due adoptionfinancial statements of Interface and the Consolidated Companies for the fiscal year ended December 29, continued effectiveness2005; (n) a completed Domestic Borrowing Base Certificate as of June 25, 2006, and setting forth dated as of the textClosing Date, demonstrating to the satisfaction of each corporate resolution adopted the Domestic Agent Excess Availability of not less than $50,000,000 (after giving effect to all Loans made or deemed made, and Letters of Credit issued or deemed issued, on the Closing Date); (o) [Intentionally Omitted]; (p) to the extent not otherwise previously provided in connection with the Existing Credit Agreement, duly executed Control Agreements to the extent required in Section 7.16; (q) all field exams, appraisals of inventory and equipment, third-party consultants’ reports, lien search results, third-party consents, and all other due diligence and collateral-related items which the Domestic Agent in its reasonable credit judgment may require; and (r) the 2006 Initial Assignment and Assumption Agreement shall have been executed and delivered by each of the Domestic Agent, Interface, the Lenders, and the Existing Lenders, providing for the assignment and assumption of the various commitments of, and outstanding principal balances owing to, the lenders under the Existing Agreement to the Lenders. In addition to the foregoing, the following conditions shall have been satisfied or shall have existed, all to the satisfaction of the Domestic Agent, as of the time this Agreement becomes effective: (s) the Loans to be made on the Closing Date and the use of proceeds thereof shall not have contravened, violated or conflicted with, or involved the Domestic Agent or any Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority; and (t) all corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall have been reasonably satisfactory in form and substance to the Required Lenders; (u) since the date of the most recent financial statements of the Consolidated Companies described in Section 6.14(i), there shall have been no changes in the business, results of operations, financial condition, assets or prospects of any of (i) the Consolidated Companies which have had or could reasonably be expected to have, singly or in the aggregate, a Materially Ad-verse Effect (whether or not any notice with respect to such change has been furnished to the Lenders pursuant to Section 7.07) or (ii) any Major Division which have had or could reasonably be expected to have, singly or in the aggregate, any (A) materially adverse change in (1) the business, results of operations, financial condition, assets or prospects of such Major Division, or (2) the ability of such Major Division (or any of the Persons in such Major Division) to perform their respective obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, or (B) materially adverse effect on the rights and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any remedies of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Domestic Agent, the Collateral Agent and the other Lenders under the Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestDocuments. (ev) The Collateral Agent there shall have received be no actions or proceedings instituted or pending before any court or other governmental authority or, to the knowledge of Borrower or any other Credit Party, threatened which reasonably could be expected to have, singly or in the aggregate, a Materially Adverse Effect; (w) all documents and instruments, including UCC financing statements and Blocked Account Agreements, payments required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded made pursuant to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) Section 4.05 shall have been paid in full by (or arrangements satisfactory to the New [Borrower] [Guarantor].Domestic Agent for the payment of such amounts with the proceeds of Domestic Revolving Loans shall have been made); (hx) The Loan [Intentionally Omitted]; (y) the Collateral Agent shall have a first-priority perfected security interest in all Domestic Accounts and in all other of the Credit Parties’ assets which, pursuant to the terms of the Security Documents, are contemplated to be Collateral (but not including any Real Property to the extent a Mortgage respecting such Real Property is not required under Section 7.13(b)), subject only to those Liens permitted in the Credit Documents; (z) the Collateral Agent shall have confirmed that the Credit Parties shall have executed and delivered to the Agents Collateral Agent all Collateral which may be perfected by possession, to the extent such additional documentsdelivery is required pursuant to the Security Documents; and (aa) the Domestic Agent shall be satisfied that, instrumentsto the extent that any notice is required by any intercreditor agreement with respect to the Senior Subordinated Notes Indenture, and agreements as the Administrative Agent Existing Senior Notes Indenture, or the Collateral Additional Senior Notes Indenture, or the Domestic Agent may reasonably requestdetermines that any such notice is desirable, such notice has been given in from and substance satisfactory to the Domestic Agent.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each upon satisfaction of the following conditions precedent has been fulfilled to (the reasonable satisfaction of the Administrative Agent:“Closing Date”): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate An executed counterpart of Legal Existence this Agreement signed on behalf of the Company, the Guarantors, the Administrative Agent and Good Standingeach Lender; (ii) To the extent requested pursuant to Section 2.11(a), if applicablea duly executed Note of the Company, issued for the account of each requesting Lender; (iii) Certified copies of UCC, tax and judgment lien searches, or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name certain identified Loan Parties as debtor and that are filed in those state and county jurisdictions in which such Loan Party is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Permitted Liens), (iv) A certificate of the Secretary of the State Company certifying (A) copies attached thereto of its incorporation the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or organization.desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the Company and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder; (iiv) A certificate from the relevant Secretary of State dated a date reasonably close to the date hereof as to the good standing of and organizational documents filed by each Loan Party; (vi) A certificate of an a duly authorized officer of the due adoptionCompany, continued effectivenessdated the Closing Date, certifying that as of such date, (A) the representations and setting forth warranties contained in Section 6.01 are correct in all material respects on and as of the textClosing Date, (B) no Default or Event of each corporate resolution adopted in connection with Default as of the assumption of obligations under date thereof has occurred and is continuing and (C) from the Credit AgreementChief Financial Officer, the Security Agreement Solvency of the Company on a consolidated basis both before and the other Loan Documents, and attesting after giving effect to the true signatures transactions occurring on such date; (vii) An opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, in a form reasonably satisfactory to the Administrative Agent; (viii) Opinions of the local counsel to the Borrower identified on Schedule 5.01(a)(viii), in each Person authorized as case, in a signatory form reasonably satisfactory to 4 Include only for joinders of guarantors. any the Administrative Agent; (ix) A Perfection Certificate, duly executed by each of the Loan DocumentsParties; (x) The Security Agreement, together with true and accurate copies duly executed by each of the Loan Parties; (xi) The Pledge Agreement, duly executed by each Specified Pledgor; and (xii) Subject to Section 7.11(b), delivery of all Organization Documentsdocuments, instruments and certificates and evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or desirable in order to create and perfect Liens on the Collateral has been taken. (b) The Company shall have paid all reasonable accrued fees and expenses of the Original Arrangers, the Administrative Agent and the Lenders which are due and payable on the Closing Date to the extent invoiced (including fees set forth in the Fee Letter and the reasonable and documented fees and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Original Arrangers and the Administrative Agent); (c) There shall have occurred no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as a whole, since December 31, 2016; (d) The Administrative Agent There shall have received a written legal opinion exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or to the knowledge of the New [Borrower][Guarantor]'s counselCompany, addressed threatened, that could reasonably be expected to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.have a Material Adverse Effect; (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, Receipt of such documentation as may be required by Law any Lender, any L/C Issuer or reasonably requested by the Administrative Agent in order to comply with Section 326 of the USA PATRIOT Act or necessary for any Lender, any L/C Issuer or the Collateral Administrative Agent to create or perfect verify the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction identity of any Borrower as required by Section 326 of the USA PATRIOT Act, as requested through the Administrative Agent.Agent at least 5 days in advance of the Closing Date; and (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (includinga Borrowing Base Report as of August 31, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect 2017. Upon giving effect to the New [Borrower][Guarantor]. (g) All reasonable fees initial funding of Revolving Loans and Credit Party Expenses incurred issuance of Letters of Credit, and the payment by the Agents and the other Credit Parties in connection with the preparation and negotiation Borrower of this Joinder and related documents (including the reasonable all fees and expenses incurred in connection herewith, Availability shall be at least $250,000,000. Without limiting the generality of counsel the provisions of Section 10.04, for purposes of determining compliance with the conditions specified above in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as Lenders unless the Administrative Agent or shall have received notice from such Lender prior to the Collateral proposed Closing Date, as notified by the Administrative Agent may reasonably requestto the Lenders, specifying its objection thereto. The Administrative Agent shall promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][GuarantorBorrower/Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][GuarantorBorrower/Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][GuarantorBorrower/Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (iii) Execution and delivery by the New [Borrower/Guarantor] of the following Loan Documents: a) [Joinders to the Notes, as applicable]; b) [Joinder to the Security Documents, as applicable]; c) [Joinder to the Facility Guaranty, as applicable]; d) The [Blocked Account Agreement with ]; and e) Such other documents and agreements as the Administrative Agent or the Collateral Agent may reasonably require. (d) Upon the request of the Administrative Agent in its sole discretion, the Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s Borrower’s/Guarantor’s] counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][GuarantorBorrower/Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. (a) This Joinder shall not be Agreement becomes effective until each upon, and no Lender is obligated to make any Advance, nor is any Lender, the Collateral Custodian, the Calculation Agent or the Administrative Agent obligated to take, fulfill or perform any other action hereunder until, the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (ai) This Joinder shall this Agreement, all other Transaction Documents and all other agreements, instruments, certificates and other documents listed on Schedule II have been duly executed by, and delivered to, the parties hereto and thereto; (ii) all up-front expenses and fees (including reasonable and documented out-of-pocket legal fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the respective parties heretoFee Letters and are invoiced at least three (3) Business Days prior to the Closing Date have been paid in full; (iii) the representations contained in Sections 4.01, 4.02 and 4.06 are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in full force and effect.all respects as so qualified) (as certified by the Borrower); (biv) All action on the part of Borrower has received all material governmental, shareholder and third party consents and approvals necessary or reasonably required in connection with the New [Borrower][Guarantor] transactions contemplated by this Agreement and the other Loan Parties necessary for Transaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the valid executionBorrower or such other transactions or that could seek or threaten any of the foregoing, delivery and performance no law or regulation is applicable which could reasonably be expected to have such effect; (v) no action, proceeding or investigation has been instituted or, to the knowledge of the Borrower after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial Lenders’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the New [Borrower][Guarantor] other Transaction Documents or the consummation of the transactions contemplated hereby or thereby; (vi) the Borrower shall have obtained an investment grade rating (BBB- or higher) from a Nationally Recognized Statistical Rating Organization, such as ▇▇▇▇▇ Bond Rating Agency, and the other Loan Parties Initial Lender shall have a received a copy of this Joinder and all other documentation, instruments, and agreements to be executed any rating letter issued in connection herewith shall have been duly therewith; and effectively taken and evidence thereof reasonably satisfactory to -49- (vii) the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (has received all documentation and each other Loan Party, to the extent information requested by the Administrative Agent) shall each have delivered Agent acting at the following direction of the Majority Lenders or required by regulatory authorities with respect to the Administrative AgentBorrower and the Calculation Agent under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each upon satisfaction of the following conditions precedent has been fulfilled to (the reasonable satisfaction of the Administrative Agent:“Closing Date”): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentfollowing, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate an executed counterpart of Legal Existence this Agreement signed on behalf of the Company, the Administrative Agent and Good Standingeach Lender; (ii) To the extent requested pursuant to Section 2.11(a), if applicablea duly executed Note of the Company, issued by for the account of each requesting Lender; (iii) A certificate of the Secretary of the Company certifying (A) copies attached thereto of the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (B) copies attached thereto of the Certificate of Incorporation and by-laws of the Company and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder; (iv) A certificate from the Secretary of State of its incorporation or organization.the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and organizational documents filed by the Company; (iiv) A certificate of an a duly authorized officer of the due adoptionCompany, continued effectivenessdated the Closing Date, certifying that as of such date, (A) the representations and setting forth warranties contained in Section 6.01 are correct in all material respects on and as of the textClosing Date, (B) no Default or Event of each corporate resolution adopted Default as of the date thereof has occurred and is continuing and (C) the current Debt Ratings; and (vi) An opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially in connection with the assumption form of obligations under Exhibit 5.01(e) hereto. (b) The Company shall have paid all reasonable accrued fees and expenses of the Credit AgreementArrangers, the Security Agreement Administrative Agent and the other Loan Documents, Lenders which are due and attesting payable on the Closing Date to the true signatures extent invoiced (including, without limitation, fees set forth in the Fee Letters and the reasonable fees and expenses of each Person authorized ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇ PLLC, counsel for the Arrangers and the Administrative Agent); (c) There shall have occurred no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documentswhole, together with true and accurate copies of all Organization Documents.since December 31, 2009; (d) The Administrative Agent There shall have received a written legal opinion exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or to the knowledge of any Responsible Officer of the New [Borrower][Guarantor]'s counselCompany, addressed threatened, that could reasonably be expected to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request.have a Material Adverse Effect; (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies (reasonably satisfactory in form and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect substance to the New [Borrower][Guarantor].Arrangers) of the termination of the commitments under, and the payment of all amounts owing under, the Company’s existing credit agreement dated as of January 8, 2007 among the Company, the banks party thereto and Bank of America, N.A., as administrative agent; and (gf) All reasonable fees and Credit Party Expenses incurred Receipt of such documentation as may be required by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documentsany Lender, instruments, and agreements as any L/C Issuer or the Administrative Agent in order to comply with Section 326 of the USA Patriot Act or necessary for any Lender, any L/C Issuer or the Collateral Administrative Agent may reasonably requestto verify the identity of any Borrower as required by Section 326 of the USA Patriot Act, as requested through the Administrative Agent. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified above in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved and accepted, and to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date, as notified by the Administrative Agent to the Lenders, specifying its objection thereto. The Administrative Agent shall promptly notify the Lenders of the occurrence of the Closing Date.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date (the "Effective Date") on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder Except for the Disclosed Matters, no Material Adverse Change shall have been duly executed occurred and delivered by the respective parties heretobe continuing since December 31, and shall be in full force and effect2006. (b) All action on There shall exist no action, suit, investigation, litigation or proceeding affecting the part Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) except for the Disclosed Matters, could be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note or the consummation of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agenttransactions contemplated hereby. (c) The New [Borrower][Guarantor] (Borrower shall have notified each Lender and each other Loan Party, the Agent in writing as to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documentsproposed Effective Date. (d) The Administrative Agent Borrower shall have received a written legal opinion paid all accrued fees and expenses of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents Lenders (including the reasonable accrued fees and expenses of counsel to the AgentsAgent (but not other Lenders)) shall have been required to be paid in full by the New [Borrower] [Guarantor]it. (he) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Borrower, dated the Effective Date, stating that: (i) The Loan Parties representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (f) The Agent shall have executed received on or before the Effective Date the following, each dated such day, in form and delivered substance satisfactory to the Agents such additional documents, instrumentsAgent and (except for the Notes) in sufficient copies for each Lender: (i) The Notes to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.15. (ii) Certified copies of the resolutions of the board of directors or other governing body of the Borrower approving this Agreement and the Notes, and agreements as of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to this Agreement and the Administrative Agent Notes. (iii) A certificate of the Secretary or an Assistant Secretary of the Collateral Agent may reasonably requestBorrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder. (iv) Favorable opinions of (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower, and (B) ▇▇▇▇▇▇ ▇. ▇▇▇, Associate General Counsel, Corporate, Finance and Ventures of the Borrower, substantially in the form of Exhibits D-1 and D-2 hereto, respectively. (v) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.

Conditions Precedent to Effectiveness. This Joinder The amendments set forth in Section I hereof shall not be effective until each on and as of the date hereof (the "FOURTH AMENDMENT EFFECTIVE DATE") upon the satisfaction, or waiver by the Requisite Lenders, on or after the date hereof, of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentconditions: (ai) This Joinder The Company, the Borrowers, the other Credit Parties and the Requisite Lenders shall have been duly executed and delivered indicated their consent by the respective parties hereto, execution and shall be in full force and effect. (b) All action on the part delivery of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided signature pages hereof to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion certificate from the Company, certifying that as of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative AgentFourth Amendment Effective Date, the Collateral Agent representations and warranties contained in Section III herein and in the other Credit Parties, covering such matters relating Documents are true and correct in all material respects on and as of the Fourth Amendment Effective Date to the New [Borrower][Guarantor]same extent as though made on and as of the Fourth Amendment Effective Date, except to the Loan Documents and/or the transactions contemplated thereby extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as the Administrative Agent may reasonably requestof such earlier date. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (fiii) The Administrative Agent shall have received evidence a certificate from the Company, certifying that all insurance policies and endorsements required under as of the Loan Documents Fourth Amendment Effective Date (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect after giving effect to the New [Borrower][Guarantor]amendments contained herein), no event shall have occurred and be continuing that would constitute an Event of Default or a Default. (giv) All reasonable fees The Administrative Agent and Lenders shall have received such other documents and information regarding Credit Party Expenses incurred by the Agents Parties and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements Agreement as the Administrative Agent or Lenders may have reasonably requested prior to the Collateral Agent may reasonably requestdate hereof.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until The effectiveness of this Agreement and the obligation of each Lender to make the Initial Extension of Credit is subject to the satisfaction of the following conditions precedent has been fulfilled to the reasonable satisfaction on and as of the Administrative Agentfirst date (the “Effective Date”) on which such conditions precedent have been satisfied: (a) This Joinder The Administrative Agent shall have been duly executed and delivered by received on or before the respective parties hereto, and shall be in full force and effect. (b) All action on the part day of the New [Borrower][Guarantor] Initial Extension of Credit, the following, each dated such day (unless otherwise specified), in form and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably substance satisfactory to the Administrative Agent shall have been provided (unless otherwise specified): (i) A counterpart to the Administrative Agentthis agreement duly executed by a Responsible Officer of each Loan Party. (cii) The New [Borrower][Guarantor] (and each other Loan Party, Notes payable to the order of the Lenders to the extent requested by the Lenders pursuant to the terms of Section 2.16. (iii) The Security Agreement and the Pledge Agreement duly executed by each Loan Party, together with: (A) certificates representing the Pledged Shares referred to therein accompanied by undated stock powers executed in blank, (B) proper financing statements in form appropriate for filing under the UCC of all jurisdictions (other than the State of Tennessee) that the Administrative AgentAgent may deem necessary or desirable in order to perfect and protect the first priority Liens created under the Pledge Agreement, covering the Collateral described in the Pledge Agreement, (C) shall each have delivered evidence of the following completion of all other recordings and filings of or with respect to the Pledge Agreement (or, as the Administrative Agent may determine, delivery to the Administrative AgentAgent of satisfactory documentation with respect thereto) that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created thereunder, and (D) evidence that all other action that the Administrative Agent may deem necessary or desirable in form order to perfect and substance reasonably satisfactory protect the first priority Liens created under the Pledge Agreement has been taken. (iv) Certified copies of (A) the resolutions of the Board of Directors (or other governing body) of each Loan Party approving the Transaction and each Loan Document to which it is or is to be a party as in full force and effect on, and without amendment or modification as of, the Effective Date, and of all documents evidencing other necessary corporate action and governmental approvals and (B) other third party approvals and consents, if any, with respect to the Administrative Agent:Transaction and each Loan Document to which it is or is to be a party. (iv) Certificate A copy of Legal Existence and Good Standing, if applicable, issued by a certificate of the Secretary of State (or other appropriate officer) of the jurisdiction of incorporation or formation of each Loan Party, dated reasonably near the Effective Date, certifying (A) as to a true and correct copy of the charter or certificate of formation, and each amendment thereto, of such Loan Party and each amendment thereto on file in such Secretary’s office and (B) that (1) such Loan Party has paid all franchise taxes to the date of such certificate and (2) such Loan Party is duly incorporated or formed and in good standing or presently subsisting under the laws of the State of the jurisdiction of its incorporation or organizationformation. (iivi) A certificate of an authorized officer each Loan Party, signed on behalf of such Loan Party by a Responsible Officer and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the date of the Effective Date), certifying as to (A) the absence of any amendments to the charter or other organizational documents of such Loan Party since the date of the certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws, limited partnership agreement or limited liability operating agreement, as applicable, of such Loan Party as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the date of the Initial Extension of Credit, (C) the due adoptionincorporation or formation and good standing or valid existence of such Loan Party as a corporation, continued effectivenesslimited partnership or limited liability company, as the case may be, organized under the laws of the jurisdiction of its incorporation or formation, and setting forth the textabsence of any proceeding for the dissolution or liquidation of such Loan Party and (D) the names and true signatures of the officers of such Loan Party authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (vii) A certificate of a Responsible Officer of the Borrower to the effect that (A) all representations and warranties of the Loan Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects), (B) none of each corporate resolution adopted the Loan Parties is in connection with violation of any of the assumption of obligations under the Credit Agreement, the Security covenants contained in this Agreement and the other Loan Documents, (C) after giving effect to the Transaction, no Default or Event of Default has occurred and is continuing, (D) since August 2, 2024, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, and (E) each of the Loan Parties, as applicable, has satisfied each of the conditions set forth in Sections 3.01 and 3.02. (viii) A certificate in substantially the form of Exhibit E hereto from B▇▇▇▇▇▇▇’s chief financial officer after giving Pro Forma Effect to the Initial Extension of Credit, and the consummation of the other elements of the Transaction, attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any Solvency of the Loan DocumentsParties. (ix) Evidence of the Loan Parties’ insurance coverage reasonably satisfactory to the Administrative Agent, together demonstrating that the Loan Parties’ existing insurance coverage remains in effect. (x) [Reserved]. (xi) A favorable opinion Bass, B▇▇▇▇ & S▇▇▇ PLC, counsel for the Loan Parties addressed to the Administrative Agent and the Lenders with true respect to the Loan Parties, the Loan Documents and accurate copies such other matters as the Lenders shall reasonably request (which such opinions shall expressly permit reliance by permitted successors and assigns of the addressees thereof). (b) The Administrative Agent and the Arrangers shall be satisfied that all Organization Documentsexisting Debt, other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments, security interests and guaranties relating thereto terminated and that all Surviving Debt shall be in an amount and on terms and conditions satisfactory to the Administrative Agent and the Arrangers. (c) All material Governmental Authorizations and all shareholder, board of director, and material third party consents and approvals necessary in connection with the Transaction and the continued operation of the business of the Loan Parties, after giving effect to the Transaction shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods in connection with the Transaction shall have expired without any action being taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction or the rights of the Loan Parties or their Subsidiaries freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (d) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental Authority that (i) could reasonably be expected to have a Material Adverse Effect, (ii) would reasonably be expected to restrain, prevent, or impose materially adverse conditions on the Transaction or any element thereof or (iii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transaction. (e) Upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Effective Date, the Borrower shall have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five (5) Business Days prior to the Effective Date. At least five Business Days prior to the Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower. (f) [Reserved]. (g) The Administrative Agent shall have received a written legal opinion Notice of Borrowing relating to the Initial Extension of Credit in accordance with the terms hereof. (h) The Borrower shall have paid (i) all interest and fees accrued and unpaid under the Existing Credit Agreement and (ii) all accrued fees of the New [Borrower][Guarantor]'s counselAgents, addressed the Arrangers and the Lender Parties and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating local counsel to the New [Borrower][Guarantor]Lender Parties (if any), including, without limitation, all amounts due and payable pursuant to the Loan Documents and/or the transactions contemplated thereby Fee Letters). (i) The Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Second Amendment shall not be effective until each of the following conditions precedent has been fulfilled prior to or concurrently herewith, each to the reasonable satisfaction of the Administrative Agent:Agent (such date, the “Second Amendment Effective Date”): (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a counterpart of this Second Amendment and the Disbursement Authorization Letter signed by each party hereto or written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed evidence satisfactory to the Administrative Agent, the Collateral Agent (including by telecopy or other electronic transmission of a signed signature page) that each party has signed a counterpart of this Second Amendment and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestDisbursement Authorization Letter. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (fb) The Administrative Agent shall have received evidence that all insurance policies a Liquidity Report, accompanied by such supporting detail and endorsements required under documentation as shall be requested by the Loan Documents (Administrative Agent in its reasonable discretion, including, without limitation, lender's loss payable endorsementsa cash flow report in form and substance acceptable to the Administrative Agent, additional insured endorsements in its reasonable discretion. (c) The Administrative Agent shall have received a fully executed Secretary’s Certificate from each Borrower, in substantially the form of Exhibit C attached hereto. (d) All obligations of Borrowers owed to the Administrative Agent and notice of cancellation endorsementsthe Lenders shall be cash-collateralized as may be required by, and to the satisfaction of, the Administrative Agent. (e) All necessary consents and approvals to this Second Amendment shall have been obtained obtained. (f) Updated evidence of insurance from each Borrower, in form and are in effect, including with respect substance acceptable to the New [Borrower][Guarantor]Administrative Agent. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation After giving effect to this Second Amendment, no Default or Event of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) Default shall have been paid in full by the New [Borrower] [Guarantor]occurred and be continuing. (h) After giving effect to this Second Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties (i) relate solely to an earlier date, in which case they shall be true and correct as of such date or (ii) are qualified by materiality in the text thereof, in which case they shall be true and correct in all respects). (i) The Loan Parties shall have executed paid all fees and delivered expenses required to the Agents such additional documents, instruments, and agreements as be paid in connection with this Second Amendment to the Administrative Agent to the extent invoiced on or prior to the Collateral Agent may reasonably requestSecond Amendment Effective Date.

Conditions Precedent to Effectiveness. This Joinder The parties hereto agree that this Amendment shall not be effective until the satisfaction (or waiver by the Administrative Agent and the Existing Lenders) of each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion copy of this Amendment duly completed, executed and delivered by the New [Borrower][Guarantor]'s counselExisting Lenders, addressed the L/C Issuer, the Swing Line Lender, the Borrower and the other Loan Parties; (b) the Administrative Agent shall receive evidence of concurrent consummation of a related amendment to the Array Credit Agreement, which shall be in form and substance reasonably acceptable to the Administrative Agent; (c) each of the representations and warranties made in this Amendment shall be true and correct in all material respects (or, to the Collateral Agent extent any such representation or warranty is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Effective Date (as defined below), both before and after giving effect to the amendments contemplated by this Amendment as if such representations and warranties were being made on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and the other representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Parties, covering such matters relating Agreement shall be deemed to refer to the New [Borrower][Guarantor]most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; (d) the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Documents and/or the transactions contemplated thereby Party as the Administrative Agent may reasonably request.require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment to which such Loan Party is a party or is to be a party and such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization; (e) The Collateral Agent as of the Amendment Effective Date and immediately after giving effect thereto, no Default shall have occurred and be continuing; (f) the Borrower shall have paid (i) all reasonable and out-of-pocket fees and expenses for which invoices have been presented at least two (2) Business Days prior to the Amendment Effective Date (including the reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel), (ii) all other compensation required to be paid on or prior to the Amendment Effective Date pursuant to (x) that certain Engagement Letter, dated as of November 12, 2025 (the “Engagement Letter”), between the Borrower, the Toronto-Dominion Bank, New York Branch, TD Securities (USA) LLC, ▇▇▇▇▇ Fargo Bank, National Association and ▇▇▇▇▇ Fargo Securities, LLC and (y) any fee letter entered into between the Borrower and any Lead Arranger (as defined in the Engagement Letter) in connection with the transactions contemplated by this Amendment and (iii) all accrued and unpaid interest and fees on the Loans; (g) at least three (3) Business Days prior to the Amendment Effective Date, the Lead Arrangers (as defined in the Engagement Letter) shall have received all documents documentation and instruments, including UCC financing statements and Blocked Account Agreements, other information required by Law or reasonably requested by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the Administrative Agent or USA PATRIOT Act and a Beneficial Ownership Certification in relation to the Collateral Agent to create or perfect the Lien intended to be created Borrower and each Subsidiary that qualifies as a “legal entity customer” under the Security Documents and all such documents and instruments shall have been so filedBeneficial Ownership Regulation, registered or recorded that is requested at least ten (10) Business Days prior to the satisfaction of the Administrative Agent.Amendment Effective Date; (fh) The the Administrative Agent shall have received evidence that all insurance policies and endorsements required under a copy of a Note executed by the Loan Documents Borrower in favor of each Lender requesting a Note (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor].if any such Lender so requests); and (gi) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation Administrative Agent shall have received an opinion of this Joinder and related documents (including the reasonable fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered Parties, or other applicable local counsel to the Agents such additional documentsLoan Parties, instruments, and agreements as addressed to the Administrative Agent or and each Lender in form and substance reasonably acceptable to the Collateral Administrative Agent may (it being understood and agreed that opinion letters in form and substance consistent with the opinion letters delivered on the Closing Date pursuant to Section 4.01(a)(v) of the Existing Credit Agreement shall be reasonably requestacceptable).

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be come effective until each on and as of the first date (the “Effective Date”) on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion on or before the day of the New [Borrower][Guarantor]'s counselInitial Extension of Credit the following, addressed each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative AgentAgent (unless otherwise specified) and (except for any Notes) in sufficient copies for each Lender Party: (i) Notes payable to the order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (ii) A security agreement in substantially the form of Exhibit E-1 hereto (together with each other security agreement and security agreement supplement delivered pursuant to Section 5.01(j), in each case as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the Collateral Agent “Security Agreement”), duly executed by the Company and each U.S. Subsidiary that is a Significant Subsidiary, together with: (A) (1) certificates representing the Pledged Shares in respect of each U.S. Guarantor which is a Significant Subsidiary, if any, (2) certificates representing 65% of the Pledged Shares in respect of each Non-U.S. Guarantor which is a Significant Subsidiary (other Credit Partiesthan those set out on Schedule 3.01(a)(ii)(A)(2), covering if any), and (3) in respect of the Pledged Shares referred to in both (1) and (2), undated stock powers executed in blank, provided, that any such matters relating certificates which have been delivered to the New [Borrower][Guarantor], agent under the Loan Documents and/or Existing Credit Agreement shall be deemed delivered to the transactions contemplated thereby as Administrative Agent hereunder, (B) evidence that proper financing statements have been duly filed under the Uniform Commercial Code of the States of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect and protect the Liens created under the Collateral Documents, covering the Collateral described in the Security Agreement, (C) evidence that termination statements (Form UCC-3 or a comparable form), have been duly filed on the Effective Date under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem desirable in order to terminate or amend existing Liens on the Collateral described in the Security Agreement, and (D) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Security Agreement has been taken, including the registration of the Pledged Shares of the Non-U.S. Subsidiaries which are Significant Subsidiaries (other than those set out on Schedule 3.01(a)(ii)(A)(2), if any). (iii) The U.S. Guaranty duly executed by all U.S Subsidiaries that are Significant Subsidiaries. (iv) Certified copies of the resolutions of the Board of Directors of the Company and each U.S. Subsidiary that is a Significant Subsidiary approving the Transaction and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Transaction and each Loan Document to which it is or is to be a party and of the transactions contemplated hereby. (v) A copy of a certificate of the Secretary of State of the jurisdiction of incorporation of the Company and each U.S. Subsidiary that is a Significant Subsidiary, dated reasonably requestnear the Effective Date, in each case listing the charter of Company and such Significant Subsidiary and each amendment thereto on file in his office and certifying that (A) such charter is a true and correct copy thereof, (B) such amendments are the only amendments to such charter on file in his office, (C) such Person has paid all franchise taxes to the date of such certificate and (D) such Person is duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation. (vi) A copy of a certificate of the Secretary of State of the States listed on Schedule 3.01(a)(vi), dated reasonably near the date of the Effective Date, with respect to the Company and each Significant Subsidiary as listed on Schedule 3.01(a)(vi), stating that such Person is duly qualified and in good standing as a foreign corporation in such States and has filed all annual reports required to be filed to the date of such certificate. (vii) A certificate of the Company and each Loan Party (other than any Loan Party that is a Non-U.S. Subsidiary), dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the absence of any amendments to the charter of such Person since the date of the Secretary of State’s certificate referred to in Section 3.01(a)(v), (B) a true and correct copy of the bylaws of such Person as in effect on the date on which the resolutions referred to in Section 3.01(a)(iv) were adopted and on the Effective Date, (C) the due incorporation and good standing or valid existence of such Person as a corporation organized under the laws of the jurisdiction of its incorporation and the absence of any proceeding for the dissolution or liquidation of such Person, (D) the completeness and accuracy of the representations and warranties contained in the Loan Documents as though made on and as of the Effective Date and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default. (viii) A certificate of the Secretary of each Loan Party (other than any Loan Party that is a Non-U.S. Subsidiary) certifying the names and true signatures of the officers of such Persons authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (ix) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans and collective bargaining agreements and other arrangements with employees. (x) Favorable opinions of Sheppard, Mullin, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Assistant Secretary and Assistant General Counsel of the Loan Parties, in substantially the form of Exhibits F-1 and F-2. (b) There shall have occurred no Material Adverse Change since June 30, 2003. (c) Except as set forth in Schedule 4.01(h), there shall exist no action, suit, investigation, litigation or proceeding affecting the Company or any Loan Party or any of their Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) could have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of the Transaction or any Loan Document or the consummation of the transactions contemplated by the Loan Documents. (d) All governmental and third party consents and approvals necessary in connection with the Transaction and the other transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect; all applicable waiting periods in connection with the Transaction and the other transactions contemplated by the Loan Documents shall have expired without any action having been taken by any competent authority, and no law or regulation shall be applicable in the judgment of the Lender Parties, in each case that restrains, prevents or imposes materially adverse conditions upon the Transaction and the other transactions contemplated by the Loan Documents or the rights of the Loan Parties freely to transfer or otherwise dispose of, or to create any Lien on, any properties now owned or hereafter acquired by any of them. (e) The Collateral Agent shall have received Evidence that all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created amounts due under the Security Documents Existing Credit Agreement have been paid in full or will be paid with the proceeds from the Borrowing made on the Effective Date, all commitments thereunder have been terminated and all such documents security interests and instruments shall guarantees granted in connection therewith have been so filed, registered or recorded to the satisfaction of the Administrative Agentreleased. (f) The All accrued fees and expenses of the Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Lender Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable accrued fees and expenses of counsel to the AgentsAdministrative Agent and of local counsel to the Lender Parties) shall have been paid in full by the New [Borrower] [Guarantor]paid. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement is subject to fulfillment of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (a) This Joinder Lender shall be satisfied, in its reasonable discretion, with Company's financial condition, Properties, business, affairs or prospects as of the effective date. (b) Company shall have been duly executed and delivered by to Lender all Loan Papers, in form and substance satisfactory to Lender. (c) Company shall have delivered such financing statements and lien filings as Lender shall request to record and perfect the respective parties Liens granted to Lender hereunder. Lender shall have received such UCC and Lien search reports as it shall deem appropriate to evidence that its Liens on the Collateral are first priority Liens, subject only to Permitted Liens. (d) Lender shall have received a Collateral Certificate in the form of Exhibit A hereto, in form and detail satisfactory to Lender and showing a Collateral Base in excess of the initial requested Advance. (e) Lender shall have received a certificate of a duly authorized officer of Company, certifying that (i) no Default or Event of Default exists, (ii) the representations and warranties set forth in Article V hereof are true and correct, and (iii) Company has complied with all agreements and conditions to be complied with by it under the Loan Papers by such date. (f) Lender shall have received a certificate of a duly authorized officer of Company, certifying (i) that attached copies of Company's articles of incorporation and bylaws are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Papers is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified, or revoked, and constitute all resolutions adopted with respect to this loan transaction, and (iii) to the incumbency, name and signature of each officer authorized to sign the Loan Papers on behalf of Company. Lender may conclusively rely on this certificate until it is otherwise notified by Company in writing. (bg) All action on Lender shall have received an opinion of counsel to Company (i) that Company has full power and authority to execute and deliver its Loan Papers; (ii) that the part Loan Papers constitute the legal, valid and binding obligations of the New [Borrower][Guarantor] Company, enforceable in accordance with their term; and the (iii) as to such other Loan Parties necessary for the valid executionmatters, delivery and performance by the New [Borrower][Guarantor] otherwise in form and the other Loan Parties substance, satisfactory to Lender, (h) Lender shall have received evidence satisfactory to it that Company is duly organized, validly existing and in good standing in its state of this Joinder organization, and is duly qualified and in good standing in all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agentappropriate jurisdictions. (ci) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) Lender shall each have delivered the following to the Administrative Agent, received a pay off letter from IBMCC in form and substance reasonably satisfactory to the Administrative Agent: Lender, together with appropriate Uniform Commercial Code termination statements and other Lien releases as Lender shall request (i) Certificate to be held in escrow by or on behalf of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organizationLender until Company's Debt to IBMCC is refinanced as described in Section 2.02 hereof). (iij) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent Lender shall have received evidence that all insurance policies conditions precedent to the effectiveness of the NationsBank Loan and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) Security Agreement have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]satisfied. (gk) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties proceedings of Company taken in connection with the preparation transactions contemplated hereby, and negotiation of this Joinder all documents incidental thereto, shall be satisfactory in form and related documents (including the reasonable fees and expenses of counsel substance to the Agents) Lender. Lender shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent received copies of all documents or the Collateral Agent other evidence that it may reasonably requestrequest in connection with such transactions.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date on which the following conditions precedent has have been fulfilled to satisfied (the reasonable satisfaction of the Administrative Agent:"Effective Date"): (a1) This Joinder shall have been duly executed and delivered receipt by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided from each of the parties hereto of either (i) a duly executed counterpart of this Agreement signed by such party or (ii) a facsimile transmission stating that such party has duly executed a counterpart of this Agreement and sent such counterpart to the Administrative Agent.; (c2) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested receipt by the Administrative AgentAgent of either (i) shall a duly executed counterpart of each have delivered of the following Loan Documents signed by each of the parties thereto or (ii) a facsimile transmission stating that such party has duly executed a counterpart of such Loan Document and sent such counterpart to the Administrative Agent; (3) receipt by the Administrative Agent of an opinion (together with any opinions of local counsel relied on therein) of Trou▇▇▇▇ ▇▇▇d▇▇▇, ▇▇unsel for the Borrower and the Guarantors, dated as of the Effective Date, substantially in the form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued delivered by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted such counsel in connection with the assumption of obligations under the Credit Agreement, the Security Original Agreement and the other Loan Documents, and attesting covering such additional matters relating to the true signatures of each Person authorized transactions contemplated hereby as a signatory to 4 Include only for joinders of guarantors. the Administrative Agent or any of the Loan Documents, together with true and accurate copies of all Organization Documents.Lender may reasonably request; (d4) The receipt by the Administrative Agent shall have received a written legal of an opinion of the New [Borrower][Guarantor]'s counselJone▇, addressed to ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇ecial counsel for the Administrative Agent, dated as of the Collateral Agent Effective Date, substantially in the form of Exhibit C hereto and the other Credit Parties, covering such additional matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby hereby as the Administrative Agent may reasonably request.; (e5) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested receipt by the Administrative Agent or of a certificate (the Collateral Agent to create or perfect "Closing Certificate"), dated the Lien intended to be created under Effective Date, substantially in the Security Documents and all such documents and instruments shall have been so filedform of Exhibit D hereto, registered or recorded signed by a principal financial officer of the Borrower, to the satisfaction effect that (i) no Default has occurred and is continuing on the Effective Date and (ii) the representations and warranties of the Administrative Agent.Borrower contained in Article IV are true on and as of the Effective Date; (f6) The receipt by the Administrative Agent shall have received evidence that of all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as which the Administrative Agent or any Lender may reasonably request relating to the existence of the Borrower and each Guarantor, the corporate authority for and the validity of this Agreement, the Guaranty and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent, including without limitation a certificate of incumbency of the Borrower and each Guarantor (the "Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower or each Guarantor, substantially in the form of Exhibit E hereto, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower or each Guarantor authorized to execute and deliver the Loan Documents to which the Borrower or each Guarantor is a party, and certified copies of the following items: (i) the Certificate or Articles of Incorporation of the Borrower and each Guarantor, (ii) the Bylaws of the Borrower and each Guarantor, (iii) a certificate of the Secretary of State of the State of Delaware as to the good standing of the Borrower as a Delaware corporation and similar certificates for each Guarantor from its jurisdiction of incorporation, and (iv) the action taken by the Board of Directors of the Borrower and each Guarantor authorizing the Borrower's and Guarantors' execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower and each Guarantor is a party; (7) receipt by the Administrative Agent from each of the Guarantors as of the Effective Date of a duly executed counterpart of the Guaranty signed by such Guarantor and from the Borrower and each of the Guarantors as of the Effective Date of a duly executed counterpart of the Contribution Agreement signed by the Borrower and such Guarantors; (8) receipt by the Administrative Agent of the commitment fee pursuant to Section 2.06(a) and other fees payable on the Effective Date in accordance with the Administrative Agent's Letter Agreement; (9) receipt by the Administrative Agent of evidence satisfactory to it of execution and delivery of (A) the Lease and the First Amendment to the Reimbursement Agreement as contemplated in an engagement letter dated January 12, 1999, between Carmike Cinemas, Inc., Movieplex Realty Leasing, L.L.C. and Wachovia Bank, N.A, and (B) the Revolver Credit Agreement as contemplated in an engagement letter dated January 12, 1999, between Carmike Cinemas, Inc., and Wachovia Bank, N.A.; (10) the Borrower shall have issued the Subordinated Debt on terms satisfactory to the Agents and received net cash proceeds of at least $200,000,000 from such issuance; (11) the Subordinated Debt shall have received a Debt Rating of B- or higher by S&P and B3 or higher by Mood▇'▇; (12) the Administrative Agent and the Lenders shall have received Uniform Commercial Code searches satisfactory to the Administrative Agent and the Lenders for all locations presently occupied or used by the Borrower and its Subsidiaries; (13) delivery to the Collateral Agent may reasonably request.of the capital stock of all Subsidiaries and blank stock powers satisfactory in form and substance to the Collateral Agent; (14) the execution and delivery of financing statements satisfactory in form and

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective until each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder Amendment shall have been duly executed and delivered by the respective parties hereto, . The Administrative Agent shall have received a fully executed copy hereof and shall be in full force and effectof each other document required hereunder. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received a duly executed copy of the Administrative AgentFirst Amendment Fee Letter dated as of the date hereof. (c) The New [Borrower][Guarantor] Borrower shall have (i) paid to the Administrative Agent all fees set forth in the First Amendment Fee Letter, (ii) paid all expenses and each other Loan Partyreimbursements pursuant to Section 10 hereof, to the extent requested provided to the Borrower at least three (3) Business Days prior to the First Amendment Effective Date, and (iii) paid to the Administrative Agent for the benefit of the Lenders all interest and revolving loan commitment fees as described in Section 2.9(b) of the Credit Agreement in each case accrued and unpaid as of the First Amendment Effective Date, it being understood and agreed that the Borrower hereby authorizes the Administrative Agent to pay all such fees and expenses pursuant to this clause (c) with a portion of the First Amendment Term Loans and payment of the same from such proceeds shall satisfy this clause (c). (d) The Administrative Agent shall have received, in respect of the First Amendment Term Loans to be made on the First Amendment Effective Date, a completed Notice of Borrowing executed by the Borrower and attaching a funds flow or sources and uses schedule. (e) All material Governmental Approvals and consents and approvals of, or notices to, shall have been obtained and be in full force and effect (or waived, and if such waiver is materially adverse to the interests of the Lenders, with the consent of the Administrative Agent). (f) Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date, except to the extent (i) such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date or (ii) such representations and warranties are qualified by materiality in the text thereof, in which case they shall be true and correct in all respects. (g) Upon giving effect to this Amendment and the incurrence of all Indebtedness contemplated hereby, no Default or Event of Default shall have occurred and be continuing. (h) To the extent requested by any Lender at least three (3) Business Days prior to the First Amendment Effective Date, such Lender shall have received Notes, in each case, duly executed by the Borrower. (i) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated First Amendment Effective Date and executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in the form of Exhibit C attached to the Credit Agreement, with appropriate insertions and attachments, including (A) the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party or that there has been no change to Operating Documents of such Loan Party that were previously delivered the following to the Administrative AgentAgent (which may be in the form of a certification from such Loan Party that there have been no changes from the Operating Documents previously delivered to the Administrative Agent on the Closing Date), (B) the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party for the purposes of authorizing such Loan Party to enter into and perform the Amendment and the other Loan Documents to which such Loan Party is a party thereto, and (C) the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party (which may be in the form of a certification from such Loan Party that there have been no changes from the incumbency and signature specimens previously delivered to the Administrative Agent on the Closing Date) and (ii) a long form good standing certificate for each Loan Party from its respective jurisdiction of organization. (j) The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower, certifying that the Loan Parties, taken as a whole are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred on the First Amendment Effective Date will be, Solvent. (k) The Administrative Agent shall have received the executed legal opinion of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued . Such legal opinions shall cover such matters incident to the transactions contemplated by this Amendment as the Secretary of the State of its incorporation or organizationAdministrative Agent may reasonably require. (iil) A certificate On the First Amendment Effective Date, (1) after giving effect to the transactions contemplated by this Amendment (including the payment of an authorized officer all fees and expenses, the incurrence of all additional Indebtedness), Liquidity shall be not less than $40,000,000, (2) the Consolidated Total Indebtedness to Recurring Revenue Ratio does not exceed 0.75:1.00 and (3) the Borrower is otherwise in pro forma compliance with the then-applicable financial covenants set forth in Section 7.1 of the due adoption, continued effectiveness, and setting forth Credit Agreement (as amended by this Amendment). No Revolving Loans shall be outstanding on the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting First Amendment Effective Date after giving effect to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any funding of the Loan Documents, together with true and accurate copies of all Organization DocumentsFirst Amendment Term Loan. (dm) Each Lender shall have received, prior to the First Amendment Effective Date, to the extent requested at least two (2) Business Days prior to the First Amendment Effective Date, all documentation and other information requested to comply with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation (including the Beneficial Ownership Certification), and a properly completed and signed IRS Form W-8 or W-9, as applicable, for each Loan Party. (n) The Administrative Agent shall have received a written legal opinion certificate of a Responsible Officer of the New [Borrower][Guarantor]'s counselBorrower certifying as to compliance with the requirements of Section 5.2 of the Credit Agreement and clause (l) above, addressed together with all reasonably detailed calculations evidencing compliance with clause (l) above after giving effect to the Administrative Agent, the Collateral Agent incurrence of all Indebtedness and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses obligations being incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]First Amendment. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. (a) This Joinder shall not be Agreement becomes effective until each upon, and no Lender is obligated to make any Advance, nor is any Lender, the Facility Servicer or the Administrative Agent obligated to take, fulfill or perform any other action hereunder until, the satisfaction or waiver of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentprecedent: (ai) This Joinder shall this Agreement, all other Transaction Documents and all other agreements, instruments, certificates and other documents listed on Schedule II have been duly executed by, the parties hereto and thereto and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.; (cii) The New [Borrower][Guarantor] all up-front expenses and fees (including reasonable and each documented out-of-pocket legal fees and any fees required under the Fee Letters) that are required to be paid hereunder or by the Fee Letters and are invoiced at least three (3) Business Days prior to the Closing Date have been paid in full; (iii) the Borrower has provided the Facility Servicer and the Initial Lender with a copy of the RIA Valuation Policy as in effect on the Closing Date; (iv) the representations contained in Sections 4.01, 4.02 and 4.05 are true and correct in all material respects (except that any representation qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) (as certified by the Borrower); (v) the Borrower has received all material governmental, shareholder/partner/general partner and third party consents and approvals necessary or reasonably required in connection with the transactions contemplated by this Agreement and the other Loan PartyTransaction Documents and all applicable waiting periods have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on the Borrower or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation is applicable which could reasonably be expected to have such effect; (vi) no action, proceeding or investigation has been instituted or, to the extent knowledge of a Responsible Officer of the Borrower, after due inquiry, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby, or which, in the Initial ▇▇▇▇▇▇▇’ sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby; (vii) the Borrower shall have, at its own sole cost and expense, obtained an investment grade Debt Rating, and the Initial Lender shall have a received a copy of any rating letter issued in connection therewith; and (viii) the Administrative Agent has received all documentation and other information requested by the Administrative Agent) shall each have delivered Agent acting at the following direction of the Majority Lenders or required by regulatory authorities with respect to the Administrative AgentBorrower and the Facility Servicer under applicable “know your customer” and Anti-Money Laundering Laws, including the USA PATRIOT Act, all in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate . For purposes of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection determining compliance with the assumption of obligations under the Credit Agreementconditions specified in this Section, the Security each Lender that has signed this Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall be deemed to have received consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as Lender or the Administrative Agent may reasonably request. (e) The Collateral Agent unless the Borrower shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law notice from such Lender or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded prior to the satisfaction of the Administrative Agentproposed Closing Date specifying its objection thereto. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement is subject to the Borrower's payment to the Administrative Agent for the account of the following conditions precedent has been fulfilled Lenders, ratably in accordance with their respective Commitments, of an amendment fee of $1,850,000, to the Borrower's payment to the Administrative Agent for the account of the Administrative Agent, the Syndication Agent and the Documentation Agent of all accrued fees and expenses of such agents (as provided in Section 8.4 or in the Engagement Letter, including the accrued fees and disbursements of legal counsel to the Administrative Agent, the Syndication Agent and the Documentation Agent and of the financial consultant to the Administrative Agent, provided that the fees and disbursements of such financial consultant through the date hereof shall be limited to $75,000) and to the Administrative Agent's receipt of the following, each dated the effective date of this Agreement (unless otherwise specified), in form and substance satisfactory to the Administrative Agent in its reasonable satisfaction discretion and in the number of originals requested by the Administrative Agent: (a) This Joinder shall have been this Agreement, duly executed and delivered by the respective parties heretoBorrower and the Lenders; (b) the Notes, duly executed by the Borrower; (c) the Release of Claims, duly executed by the Borrower and by the Guarantors named as such in the definition of "Guarantors" in Section 1.1; (d) Guaranties, duly executed by the Guarantors named as such in the definition of "Guarantors" in Section 1.1; (e) a Borrowing Base Certificate as of September 30, 2000, duly executed by an Authorized Officer; (f) a Collateral Valuation Certificate as of September 30, 2000, which shall assume that the Borrower has already complied with Section 3.4, duly executed by an Authorized Officer and showing a ratio of the Collateral Value to the Aggregate Commitment of at least 1.82 to 1.00; (g) certificates of the appropriate Governmental Persons, dated reasonably near the Closing Date, certifying (A) that the articles of incorporation of each of the Borrower and the Guarantors, including all amendments thereto, attached to such certificates are correct and that such amendments are the only such amendments on file with such Governmental Person and (B) that each of the Borrower and the Guarantors is in good standing to do business in the state of its incorporation and, in the case of the Borrower, in California; (h) a certificate of the Chief Executive Officer or Chief Financial Officer, and shall the Secretary or an Assistant Secretary, of each of the Borrower and the Guarantors certifying (A) that there has been no amendment to such company's articles of incorporation since the date of the certification with respect thereto referred to in Section 3.1(g), (B) that such company is in good standing to do business in the state of its incorporation and in each other state where the nature of its business requires it to be qualified to do business, (C) that the copy of such company's bylaws attached to such certificate is correct and complete and that such bylaws are in full force and effect. , (bD) All action on that the part copy of resolutions of the New [Borrower][Guarantor] Board of Directors of such company attached to such certificate, authorizing such company to enter into, deliver and perform its obligations under the other Loan Parties necessary Credit Documents to which such company is or is to be a party, is correct and complete and that such resolutions are in full force and effect, (E) that no proceeding has been commenced for the valid executiondissolution or liquidation of such company, delivery (F) that the representations and performance by warranties of such company contained in the New [Borrower][Guarantor] Credit Documents are correct on and as of the other Loan Parties Closing Date as though made on and as of this Joinder such date and all other documentation, instruments, (G) that no Default has occurred and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent:is continuing; (i) Certificate a certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary or an Assistant Secretary of each of the State of its incorporation or organization. (ii) A certificate of an authorized officer of Borrower and the due adoption, continued effectivenessGuarantors certifying as to the incumbency, and setting forth the texta specimen signature, of each corporate resolution adopted in connection with of the assumption persons who has signed or will sign any Credit Document on behalf of obligations under such company; (j) one or more favorable opinions of legal counsel for the Credit Agreement, the Security Agreement Borrower and the other Loan Documents, and attesting Guarantors as to such matters as any Lender through the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.Administrative Agent may reasonably request; and (dk) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counselsuch other approvals, addressed to the Administrative Agentopinions, the Collateral Agent evidence and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby documents as any Lender through the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The effectiveness of this Agreement shall not be effective until subject to the satisfaction of each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentconditions: (a) This Joinder The Administrative Agent shall have been duly executed received, on behalf of itself, the Collateral Agent and delivered by the respective parties heretoLenders, and shall be a favorable written opinion of ▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel of the Borrower, substantially to the effect set forth in full force and effectExhibit D, dated the Effective Date. (b) All action on the part of the New [Borrower][Guarantor] legal matters incident to this Agreement and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to Documents shall be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided Lenders and to the Administrative Agent. (c) The New [Borrower][Guarantor] Administrative Agent shall have received (and i) a certificate as to the good standing of each other Loan Party, as of a recent date, from the applicable Governmental Authority; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party, dated the Effective Date, and certifying (A) that there has been no amendment to the extent requested by the Administrative Agent) shall each have delivered the following by-laws of such Loan Party since a date satisfactory to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents and, in form the case of the Borrower, the borrowings hereunder, and substance reasonably satisfactory that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to the Administrative Agent: clause (i) Certificate above, and (D) as to the incumbency and specimen signature of Legal Existence each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and Good Standing, if applicable, issued by (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary of or Assistant Secretary executing the State of its incorporation or organization. certificate pursuant to clause (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documentsabove. (d) The Administrative Agent shall have received a written legal opinion certificate, signed by a Financial Officer of the New [Borrower][Guarantor]'s counselBorrower, addressed dated the Effective Date, and confirming that (i) the representations and warranties set forth in Article III hereof are true and correct in all material respects, (ii) the Borrower and each other Loan Party is in compliance with the terms and provisions set forth herein and in each other Loan Document to be observed or performed by the Administrative Agent, the Collateral Agent Borrower or such Loan Party and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request(iii) no Default or Event of Default has occurred and is continuing. (e) The Collateral Agent Each Loan Document other than this Agreement shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]force and effect. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective until as of the Fourth Amendment Effective Date when (and only when) each of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied: (a) This Joinder The Administrative Agent shall have been received from the Credit Parties and the Lenders duly executed and delivered by the respective parties hereto, and shall be in full force and effect.counterparts of this Amendment; (b) All action on The Administrative Agent shall have received from the part Borrower an amendment fee equal to 0.25% multiplied by the aggregate Revolving Credit Commitments of the New [Borrower][Guarantor] and the other Loan Parties necessary Lenders, such fee being for the valid execution, delivery and performance account of each such Lender pro rata according to such Lender's Revolving Credit Commitment as of the Fourth Amendment Effective Date (it being understood that such fee is in addition to the amendment fee previously paid by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory Borrower to the Administrative Agent shall have been provided for the benefit of the Lenders consenting to the Administrative Agent.June 2002 Amendment, upon the closing of the June 2002 Amendment); (c) The New [Borrower][Guarantor] Credit Parties shall have paid any and all out-of-pocket costs (and each other Loan Party, to the extent requested invoiced) incurred by the Administrative Agent (including the reasonable fees and expenses of the Administrative Agent) shall each have delivered the following 's legal counsel), and fees and other amounts payable to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted case in connection with the assumption arrangement, negotiation, preparation, execution and delivery of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents.this Amendment; (d) The Administrative Agent shall have received (i) from the Credit Parties, duly executed counterparts of the Security Agreement and (ii) from counsel to the Credit Parties, a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed in form and substance acceptable to the Administrative AgentAgent and its counsel (which shall cover, among other things, the Collateral Agent legality, validity, binding effect and enforceability of the Security Agreement and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents creation and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction perfection of the Administrative Agent.'s Liens thereunder); (fe) The Administrative Agent shall have received evidence satisfactory to it that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) Borrower shall have been obtained and are in effect, including with respect amendments to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties its guaranties in connection with the preparation Premier Boxboard Credit Facility and negotiation the Standard Gypsum Credit Facility that conform to the applicable terms of this Joinder Amendment; and (f) The representations and related documents warranties contained in Section 26 of this Amendment shall be true and correct in all material respects on and as of such Fourth Amendment Effective Date (including the reasonable fees and expenses of counsel after giving effect to the Agentsconsummation of the JS Industrial Packaging Group Acquisition, but only if consummated on or prior to such date) shall have been paid in full by with the New [Borrower] [Guarantor]same effect as if made on and as of such date. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Amendment shall not be effective until each of the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder Amendment shall have been duly executed and delivered by the respective parties hereto, . The Administrative Agent shall have received a fully executed copy hereof and shall be in full force and effectof each other document required hereunder. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating collateral information certificate with respect to the New [Borrower][Guarantor], Borrower. (c) All necessary consents and approvals to this Amendment shall have been obtained. (d) The Merger shall have been consummated in accordance with applicable law and the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably requestNuTech Acquisition Agreement. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by All conditions to the Administrative Agent or consummation of the Collateral Agent to create or perfect Merger set forth in the Lien intended to be created under the Security Documents and all such documents and instruments NuTech Acquisition Documentation shall have been so filedsatisfied or waived (in the case of waiver, registered or recorded to the satisfaction extent such waiver would materially adversely affect the interests of the Lenders, without the prior written consent of the Administrative Agent). (f) The Administrative Agent shall have received evidence a fully executed NuTech Acquisition Agreement certified by a Responsible Officer to be a true and complete copy of the NuTech Acquisition Agreement. (g) Prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (h) Prior to and immediately after giving effect to this Amendment, the representations and warranties herein and in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date), in which case such representations and warranties shall have been true and correct in all insurance policies and endorsements required under material respects as of such earlier date. (i) The Administrative Agent shall have received the results of a recent lien search in each of the Loan Documents Parties’ (includingincluding the Target’s) jurisdiction of organization and each of the jurisdictions where assets of the Loan Parties (including the Target) are located, without limitation, lender's loss payable endorsements, additional insured endorsements and notice such searches shall reveal no liens on any of cancellation endorsementsthe assets of the Loan Parties (including the Target) except for liens permitted by Section 7.3 of the Credit Agreement or discharged on or prior to the First Amendment Effective Date pursuant to documentation satisfactory to the Administrative Agent. (j) All documents and items required to be delivered pursuant to Section 6.12(c) of the Credit Agreement shall have been obtained and are in effectdelivered, including executed, or recorded with respect to the New [Borrower][Guarantor]Borrower and shall be in form and substance satisfactory to the Administrative Agent, in its sole discretion. (gk) All reasonable fees and Credit Party Expenses incurred The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, counsel to the Borrower, in a form reasonably satisfactory to the Administrative Agent. Such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require. (l) The Administrative Agent shall have received original copies of (i) a pledge supplement executed by the Agents Existing Borrower pledging the shares of stock of the New Borrower, (ii) the certificates, if any, representing the shares of Capital Stock pledged pursuant to such pledge supplement and the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (iii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof. (m) The Administrative Agent shall have received (i) an officer’s certificate of each Loan Party (including the New Borrower), dated as of the First Amendment Effective Date, with appropriate insertions and attachments, including resolutions authorizing the transactions contemplated hereby, the certificate of formation of the New Borrower certified by the relevant authority of the jurisdiction of organization of the New Borrower, the operating agreement or other Credit Parties in connection with similar organizational document of the preparation New Borrower and negotiation the relevant resolutions or written consents of this Joinder the sole member of the New Borrower, and related documents (ii) a certificate of status of the New Borrower from its jurisdiction of organization. (n) The Administrative Agent shall have received a solvency certificate from the chief financial officer or treasurer of the Borrower certifying that the Loan Parties, as of the First Amendment Effective Date, when taken as a whole after giving effect to the consummation of the Merger are Solvent. (o) The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel required to be paid hereunder or under any other Loan Document), on or before the First Amendment Effective Date. (p) The Administrative Agent shall have received, prior to the AgentsFirst Amendment Effective Date, all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act. (q) The Administrative Agent shall have received evidence of insurance certificates and policy endorsements satisfying the requirements of Section 5.2(b) of the Guarantee and Collateral Agreement with respect to each Loan Party (including the Target). (r) The Administrative Agent shall have received a Trademark Security Agreement executed by the New Borrower, if applicable. (s) The Administrative Agent shall have received a Patent Security Agreement executed by the New Borrower, if applicable. (t) The Administrative Agent shall have received a Copyright Security Agreement executed by the New Borrower, if applicable. (u) Delivery of subordination agreements, in form and substance acceptable to the Administrative Agent, in respect of all Indebtedness owed by the New Borrower to any Seller, shareholder, officer or director of the New Borrower. (v) The Administrative Agent shall have received updated schedules to the Credit Agreement and the Guarantee and Collateral Agreement. (w) All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been paid delivered, executed, or recorded and shall be in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed form and delivered substance satisfactory to the Agents such additional documentsAdministrative Agent, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably requestin its sole discretion.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be effective until each of upon the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agentconditions precedent that the Purchaser shall have received on or before the Closing Date, in form and substance satisfactory to the Purchaser, all of the following: (a) This Joinder shall have been a copy of this Agreement duly executed by each of the parties hereto; (b) a certificate of the Secretary or Assistant Secretary of the Transferor, dated the Closing Date, certifying (i) the names and delivered true signatures of the incumbent officers of the Transferor authorized to sign on behalf of the Transferor this Agreement, the Loan Assignments and all other documents to be executed by the respective parties heretoTransferor hereunder or in connection herewith (on which certificate the Purchaser and its assignees may conclusively rely until such time as the Purchaser and such assignees shall receive from the Transferor, a revised certificate meeting the requirements of this Section 3.1(b)), (ii) that the copy of the Transferor’s certificate of formation, certificate of incorporation, articles of incorporation or articles of organization, as applicable, attached to such certificate is a complete and shall be correct copy and that such certificate of formation, certificate of incorporation, articles of incorporation or articles of organization have not been amended, modified or supplemented and are in full force and effect. , (biii) All action on that the part copy of the New [Borrower][Guarantor] Transferor’s bylaws, limited liability company agreement or limited partnership agreement, as applicable, attached to such certificate is a complete and correct copy, and that such bylaws, limited liability company agreement or limited partnership agreement have not been amended, modified or supplemented and are in full force and effect, and (iv) that the other Loan Parties necessary for copy of the valid resolutions of the Transferor’s board of managers attached to such certificate, approving and authorizing the execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties Transferor of this Joinder Agreement, the Loan Assignments and all other documentation, instruments, and agreements documents to be executed by the Transferor hereunder or in connection herewith shall herewith, is a complete and correct copy and such resolutions have not been duly amended, modified or supplemented and effectively taken are in full force and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent.effect; (c) The New [Borrower][Guarantor] (and each other Loan Partya good standing certificate, to dated as of a recent date for the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicableTransferor, issued by the Secretary of the State of its the Transferor’s State of formation, incorporation or organization.; (d) financing statements (the “Facility Financing Statements”) describing the Sale Portfolio, and (i) naming the Transferor as the “debtor/transferor”, the Purchaser as “secured party/buyer” and the Collateral Agent, on behalf of the Secured Parties, as “secured party/total assignee” and (ii) A certificate of an authorized officer other similar instruments or documents, as may be necessary or, in the opinion of the due adoptionAdministrative Agent, continued effectivenessdesirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the Purchaser’s interest and the Collateral Agent’s, on behalf of the Secured Parties, interests, respectively, in all Sale Portfolio; (e) financing statements, if any, necessary to release all security interests and other rights of any Person in the Sale Portfolio previously granted by the Transferor; (f) copies of tax and judgment lien searches in all jurisdictions reasonably requested by the Purchaser or its assignees and requests for information (or a similar UCC search report certified by a party acceptable to the Purchaser and its assigns), dated a date reasonably near to the Closing Date, and setting forth with respect to such requests for information or UCC searches, listing all effective financing statements which name the textTransferor (under its present name and any previous name) as debtor and which are filed in the jurisdiction of Delaware, together with copies of each corporate resolution adopted such financing statements (none of which shall cover any Sale Portfolio); (g) all instruments in connection with the assumption of obligations under transactions contemplated by this Agreement shall be satisfactory in form and substance to the Credit Agreement, the Security Agreement Purchaser and the other Loan DocumentsAdministrative Agent, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of Purchaser and the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion from the Transferor copies of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsementsrecords of corporate proceedings, additional insured endorsements approvals and notice opinions) relevant to the transactions herein contemplated as the Purchaser and the Administrative Agent may have reasonably requested; (h) any necessary third-party consents and approvals to the closing of cancellation endorsementsthe transactions contemplated hereby, in form and substance satisfactory to the Purchaser; (i) all fees then required to be paid in accordance with the provisions of the Transaction Documents shall have been obtained and are in effect, including paid on the Closing Date; and (j) one or more favorable Opinions of Counsel of counsel to the Transferor with respect to the New [Borrower][Guarantor]. (g) All reasonable fees perfection and Credit Party Expenses incurred by enforceability of the Agents security interest hereunder and the such other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements matters as the Administrative Agent Purchaser or the Collateral Agent any assignee thereof may reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each on and as of the first date (the “Effective Date”) on which the following conditions precedent has have been fulfilled to the reasonable satisfaction of the Administrative Agentsatisfied or waived: (a) This Joinder Kraft shall have been duly executed notified each Lender and delivered by JPMorgan Chase, as Administrative Agent, in writing as to the respective parties hereto, and shall be in full force and effectproposed Effective Date. (b) All action On the Effective Date, the following statements shall be true and JPMorgan Chase, as Administrative Agent, shall have received for the account of each Lender a certificate signed by a duly authorized officer of Kraft, dated the Effective Date, stating that: (i) the representations and warranties contained in Section 4.01 are correct on the part and as of the New [Borrower][Guarantor] Effective Date, and (ii) no event has occurred and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties is continuing that constitutes a Default or Event of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative AgentDefault. (c) The New [Borrower][Guarantor] (and each other Loan PartyJPMorgan Chase, to the extent requested by the as Administrative Agent) , shall have received on or before the Effective Date the following, each have delivered the following to the Administrative Agentdated such day, in form and substance reasonably satisfactory to the JPMorgan Chase, as Administrative Agent: (i) Certificate Certified copies of Legal Existence the resolutions of the Board of Directors of Kraft approving this Agreement, and Good Standingof all documents evidencing other necessary corporate action and governmental approvals, if applicableany, issued by the Secretary of the State of its incorporation or organizationwith respect to this Agreement. (ii) A certificate of the Secretary or an authorized officer Assistant Secretary of Kraft certifying the names and true signatures of the due adoption, continued effectiveness, and setting forth the text, officers of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Kraft authorized to sign this Agreement and the other Loan Documentsdocuments to be delivered hereunder. (iii) Favorable opinions of counsel (which may be in-house counsel) for Kraft, substantially in the form of Exhibits E-1 and E-2 hereto. (iv) A certificate of the chief financial officer or treasurer of Kraft certifying that as of December 31, 2006 (A) the aggregate amount of Debt, payment of which is secured by any Lien referred to in clause (iii) of Section 5.02(a), does not exceed $400,000,000, and attesting (B) the aggregate amount of Debt included in clause (A) of this subsection (iv), payment of which is secured by any Lien referred to the true signatures in clause (iv) of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan DocumentsSection 5.02(a), together with true and accurate copies of all Organization Documentsdoes not exceed $200,000,000. (d) The This Agreement shall have been executed by Kraft, JPMorgan Chase and Citibank, as Administrative Agent Agents, and G▇▇▇▇▇▇ S▇▇▇▇ Credit Partners L.P. and Deutsche Bank Securities Inc., as Syndication Agents, and JPMorgan Chase, as Administrative Agent, shall have been notified by each Initial Lender that such Initial Lender has executed this Agreement. JPMorgan Chase, as Administrative Agent, shall notify Kraft and the Initial Lenders of the date which is the Effective Date upon satisfaction or waiver of all of the conditions precedent set forth in this Section 3.01. For purposes of determining compliance with the conditions specified in this Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of JPMorgan Chase, as Administrative Agent, responsible for the transactions contemplated by this Agreement shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed notice from such Lender prior to the Administrative Agentdate that Kraft, the Collateral Agent and the other Credit Parties, covering such matters relating by notice to the New [Borrower][Guarantor]Lenders, the Loan Documents and/or the transactions contemplated thereby designates as the Administrative Agent may reasonably requestproposed Effective Date, specifying its objection thereto. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder shall not be effective until each The effectiveness of this Agreement and the following conditions precedent has been fulfilled other Loan Documents (other than the Fee Letters) are subject to the reasonable satisfaction of the Administrative Agent:'s receipt of the following, each in form and substance satisfactory to the Administrative Agent (the day when all such conditions have been satisfied or waived is herein referred to as the "Effective Date"): (ai) This Joinder shall have been duly Agreement executed by each Ensco Borrower, each Bank, and delivered the Administrative Agent, (ii) the Notes (if any) payable to the order of the Banks, respectively, executed by the respective parties heretoBorrowers, and shall be in full force (iii) the Guaranty executed by the Parent, Global, EII, and effectEUI. (b) All action on the part An opinion of the New [Borrower][Guarantor] ▇▇▇▇▇▇ and the other Loan Parties necessary ▇▇▇▇▇▇, Cayman Islands counsel for the valid execution, delivery Ensco Borrowers and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided to the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative AgentEnsco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence and Good Standing, if applicable, issued by the Secretary of the State of its incorporation or organization. (iic) An opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel for the Ensco Borrowers and Ensco Guarantors, in form and substance reasonably satisfactory to the Administrative Agent. (d) Certified copies of all governmental approvals, if any, necessary for each Ensco Borrower and Ensco Guarantor to enter into the Loan Documents to which it is party and perform its obligations thereunder. (e) A certificate of the Secretary or an authorized officer Assistant Secretary of each Ensco Borrower and Ensco Guarantor certifying (i) the resolutions of the due adoption, continued effectiveness, and setting forth the text, Board of each corporate resolution adopted in connection with the assumption Directors of obligations under the Credit such Loan Party approving this Agreement, the Security Agreement and the other Loan Documents, and attesting the transactions contemplated hereby, in each case evidencing any necessary company action, (ii) the name and true signature of an agent or agents of such Loan Party authorized to sign each Loan Document to which such Loan Party is a party and the other documents to be delivered hereunder, and (iii) attached true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any and correct copies of the Bylaws and Articles of Incorporation (or corresponding organizational documents) of such Loan Documents, together with true and accurate copies of all Organization DocumentsParty. (df) The A certificate of the chief executive officer or the chief financial officer of the Parent certifying that (i) insurance complying with Section 5.01(d) is in full force and effect, (ii) no Material Adverse Change has occurred since December 31, 2010, (iii) no Default or Event of Default exists, (iv) all representations and warranties made by the Ensco Borrowers and Ensco Guarantors in Section 4.01 are correct in all material respects on and as of the date of the Effective Date (other than those representations and warranties that expressly relate solely to a specific earlier date, which shall be correct in all material respects as of such earlier date), and (v) the annual audited financials for the fiscal year ended December 31, 2010 and the quarterly unaudited financials for the fiscal quarter ended March 31, 2011, in each case delivered to the Administrative Agent shall have received a written legal opinion prior to the Effective Date, are true and correct copies of such financials, fairly present the financial condition of the New [Borrower][Guarantor]Parent as of such dates, and were, to the best of such officer's counselknowledge, addressed prepared in conformity with GAAP. (g) Certificates of existence, good standing and qualification from appropriate state officials with respect to EII and EUI, such corresponding certificates or other documents from Cayman Islands officials or agencies as the Administrative Agent reasonably requests with respect to EOIC and Global, and such corresponding certificates or other documents from English officials or agencies as the Administrative Agent reasonably requests with respect to the Parent and EUL. (h) Evidence of payment by the Ensco Borrowers of all fees and disbursements required to be paid by the Ensco Borrowers on the Effective Date, including the fees and expenses of counsel to the Administrative Agent, the Collateral Agent Banks, the Syndication Agent, and the Joint Lead Arrangers. (i) Evidence of appointment by each of the Parent, EUL, Global, and EOIC of the Process Agent as its domestic process agent in accordance with Section 8.14. (j) Evidence that the Third Amended and Restated Credit Agreement shall have become effective. (k) Such other Credit Partiesdocuments, covering such matters relating to the New [Borrower][Guarantor]governmental certificates, the Loan Documents and/or the transactions contemplated thereby conditions, agreements and lien searches as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.

Conditions Precedent to Effectiveness. This Joinder The effectiveness of this Agreement and the obligation of each Incremental Term-3 Lender to make its portion of the Incremental Term-3 Loans shall not be effective until subject to the satisfaction of each of the following conditions precedent has (the date on which all such conditions are satisfied, the “Effective Date”); provided, however, that the issuance of the Incremental Term-3 Loans and the use of proceeds thereof set forth in Section 2 hereof shall be deemed to have been fulfilled effectuated immediately prior to the reasonable satisfaction effectiveness of the Administrative Agentamendments set forth in Section 4: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the The Administrative Agent shall have been provided to received counterparts of this Agreement duly executed, as applicable, by each of the Loan Parties, the Incremental Term-3 Lenders, the Requisite Lenders and the Administrative Agent. (b) No Default shall exist as of the Effective Date before or after giving effect to the making of the Incremental Term-3 Loans. (c) The New [Borrower][Guarantor] (and each other Loan Party, Borrower shall deliver or cause to the extent requested by be delivered any documents as the Administrative Agent) Agent shall each have delivered reasonably request, including, without limitation, a certificate, signed by a Financial Officer of the following Borrower as of the Effective Date, in form and substance satisfactory to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence certifying and Good Standing, if applicable, issued attaching (A) the resolutions adopted by the Secretary board of directors (or equivalent governing body) of the State Borrower approving or consenting to the Incremental Term-3 Loans and (B) calculations in reasonable detail demonstrating that, upon after giving pro forma effect to the Incremental Term-3 Loans, the Borrower would be in pro forma compliance with the Financial Covenants as of its incorporation or organization. the end of the most recently ended Fiscal Quarter for which appropriate financial information is available, and (ii) A certificate of an authorized officer certifying that, before and after giving effect to the Incremental Term-3 Loans, (A) the representations and warranties contained in Article III of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan DocumentsDocuments are true and correct in all material respects on and as of the Effective Date, and attesting except to the true signatures of each Person authorized as a signatory extent that such representations and warranties specifically refer to 4 Include only for joinders of guarantors. any of the Loan Documentsan earlier date, together with in which case they are true and accurate copies correct in all material respects as of all Organization Documentssuch earlier date and (B) no Default exists. (d) The Borrower shall deliver or cause to be delivered customary legal opinions as to such matters as the Administrative Agent shall reasonably request. (e) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably duly executed Note for each Incremental Term-3 Lender that has requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agenta Note. (f) The Borrower shall have delivered (i) an irrevocable Borrowing Request with respect to the Incremental Term-3 Loans and (ii) an irrevocable Notice of Prepayment with respect to the outstanding amount of the Initial Term-1 Loans. (g) The Administrative Agent and the Arranger shall have received evidence that been paid or reimbursed for all insurance policies fees and endorsements required under the Loan Documents (out-of-pocket charges and other expenses incurred in connection with this Agreement, including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses disbursements of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as for the Administrative Agent or the Collateral Agent may reasonably requestAgent.

Conditions Precedent to Effectiveness. This Joinder The provisions of this Agreement shall not be become effective until each on the first day on or before March 31, 2007 (the "Effective Date") on which all of the following conditions precedent has been fulfilled to the reasonable satisfaction of the Administrative Agent: (a) This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be in full force and effect. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the satisfied: The Administrative Agent shall have been provided to received the Administrative Agent. (c) The New [Borrower][Guarantor] (and each other Loan Party, to the extent requested by the Administrative Agent) shall each have delivered the following to the Administrative Agentfollowing, in form and substance reasonably satisfactory to the Administrative Agent: Agent and each of the Banks and (iexcept for the Notes) Certificate in sufficient copies for each of Legal Existence and Good Standingthe Banks: The Administrative Agent (or its counsel) shall have received from each party hereto either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence satisfactory to the Administrative Agent (which may include telecopy (or other electronic) transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement; To the extent requested pursuant to Section 2.19(d), if applicablea duly executed Note of the Company, issued by for the account of each requesting Bank; A certificate of the Secretary of the State Company certifying (A) copies attached thereto of its incorporation the resolutions of the Board of Directors of the Company authorizing and empowering certain officers of the Company to effect such borrowings as such officers may deem necessary or organization. desirable for proper corporate purposes, subject to the limitations set forth in such resolutions, (iiB) copies attached thereto of the Certificate of Incorporation and by-laws of the Company, and (C) the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes and other documents to be executed and delivered by the Company hereunder; A certificate of an a duly authorized officer of the due adoptionCompany, continued effectivenessdated the Effective Date, certifying that as of such date, (A) the representations and setting forth warranties contained in Section 4.01 are correct on and as of the textEffective Date, (B) no Default or Event of each corporate resolution adopted Default as of the date thereof has occurred and is continuing and (C) the current Debt Ratings; and An opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially in connection with the assumption form of obligations under Exhibit E hereto. The Company shall have paid all reasonable accrued fees and expenses of the Credit AgreementArrangers, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (d) The Administrative Agent shall have received a written legal opinion of the New [Borrower][Guarantor]'s counsel, addressed to the Administrative Agent, the Collateral Agent and the other Credit Parties, covering such matters relating Banks which are due and payable on the Effective Date to the New [Borrower][Guarantor], the Loan Documents and/or the transactions contemplated thereby as the Administrative Agent may reasonably request. (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (f) The Administrative Agent shall have received evidence that all insurance policies and endorsements required under the Loan Documents extent invoiced (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of White & Case LLP, counsel for the Arrangers and the Administrative Agent); There shall have occurred no material adverse change in the business, financial condition, results of operations or properties of the Company and its Subsidiaries, taken as a whole, since December 31, 2005, both before and after giving effect to the Agents) Acquisition (if the Acquisition shall have been paid occurred prior to, or shall occur on, the Effective Date); There shall exist no action, suit or proceeding (investigative, judicial or otherwise) against the Company or any of its Subsidiaries pending before any court or arbitrator or any governmental body, agency or official, or to the knowledge of any Responsible Officer of the Company, threatened, that could reasonably be expected (i) to have a Material Adverse Effect or (ii) to materially and adversely affect the legality, validity or enforceability of this Agreement or any Note, in full each case, both before and after giving effect to the Acquisition (if the Acquisition shall have occurred prior to, or shall occur on, the Effective Date); The representations and warranties contained in Section 4.01 shall be correct on and as of the Effective Date, as though made on and as of such date; No Default or Event of Default shall have occurred and be continuing; Evidence (satisfactory in form and substance to the Arrangers) of the termination of the commitments under, and the payment of all amounts owing under, the Company's existing credit agreement dated as of February 27, 2004 among the Company, the banks party thereto and Citicorp North America, Inc., as administrative agent; A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and organizational documents filed by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed Company; Such documentation as may be required by any Bank, the Issuing Bank or the Administrative Agent in order to comply with Section 326 of the USA Patriot Act or necessary for any Bank, the Issuing Bank or the Administrative Agent to verify the identity of any Borrower as required by Section 326 of the USA Patriot Act, as requested through the Administrative Agent; and delivered Such other approvals, opinions and documents relating to this Agreement and the Agents such additional documents, instruments, and agreements transactions contemplated hereby as the Administrative Agent Agent, the Issuing Bank or any Bank may, through the Collateral Agent may Administrative Agent, reasonably request.

Conditions Precedent to Effectiveness. This Joinder Agreement shall not be become effective until each solely upon the satisfaction of the following conditions precedent has been fulfilled to the reasonable (upon satisfaction of such conditions, such date being referred to in this Agreement as the Administrative Agent:“Effective Date”): (a) This Joinder The Administrative Agent shall have been received a counterpart signature page of this Agreement duly executed by each of the Loan Parties and delivered by the respective parties hereto, and shall be in full force and effectLenders party hereto constituting the Required Lenders. (b) All action on the part of the New [Borrower][Guarantor] and the other Loan Parties necessary for the valid execution, delivery and performance by the New [Borrower][Guarantor] and the other Loan Parties of this Joinder and all other documentation, instruments, and agreements to be executed in connection herewith The Borrower shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Administrative Agent shall have been provided (i) paid an amendment fee to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on March 8, 2019, in an amount in cash equal to 1.00% of such Lender’s Loans and Commitments on the Effective Date and (ii) reimbursed or paid all costs, expenses, fees and other amounts incurred by the Administrative Agent, the Arrangers and the Lenders in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable costs, expenses, fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document. (c) The New [Borrower][Guarantor] (representations and each other Loan Partywarranties set forth in Section 4 of this Agreement shall be true and correct in all material respects on and as of the Effective Date, except to the extent requested such representations and warranties expressly relate to an earlier date and except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by materiality. (d) The Administrative Agent and the Lenders party hereto shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (including, for the avoidance of doubt, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230). (e) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Arrangers and the Lenders party hereto, a written opinion from each of (i) shall Cozen ▇’▇▇▇▇▇▇, California, Delaware, Massachusetts, New York and Texas counsel for the Borrower, and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, Nevada counsel to the Loan Parties, in each have delivered case, (A) dated as of the following Effective Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Arrangers and the Lenders party hereto, and (C) covering such matters relating to this Agreement and the other Loan Documents as the Administrative Agent shall reasonably request, and the Borrower hereby requests such counsel to deliver such opinions. (f) The Administrative Agent shall have received (i) a certificate as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated as of the Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or in the alternative, a certification by such Loan Party as to no changes to the by-laws since the date of the last secretary’s certificate delivered to the Administrative Agent), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors of such Loan Party authorizing the execution, delivery and performance of this Agreement to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that attached thereto is a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization (or in the alternative, a certification by such Loan Party as to no changes to the certificate or articles of incorporation since the date of the last secretary’s certificate delivered to the Administrative Agent), and (D) as to the incumbency and specimen signature of each officer executing this Agreement, any other Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; (iv) such other documents as the Administrative Agent may reasonably request, including customary lien and judgment searches with respect to each Loan Party (including the Company) and customary evidence of insurance coverage and customary lender’s loss payable endorsements as to casualty and business interruption insurance. (g) The representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects on and as of the Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date and except that such materiality qualifier shall not be applicable to any representation and warranty that is already qualified by materiality. (h) At the time of and immediately after giving effect to the consummation of the transactions to be effected on the Effective Date, no Default or Event of Default shall have occurred and be continuing or be continuing. (i) The Administrative Agent shall have received a certificate, dated as of the Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in clauses (c), (g) and (h) of this Section 3. (j) The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent: (i) Certificate of Legal Existence , certifying that the Borrower and Good Standingits Subsidiaries, if applicableon a consolidated basis after giving effect to this Agreement, issued by the Secretary of the State of its incorporation or organizationare Solvent. (ii) A certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate resolution adopted in connection with the assumption of obligations under the Credit Agreement, the Security Agreement and the other Loan Documents, and attesting to the true signatures of each Person authorized as a signatory to 4 Include only for joinders of guarantors. any of the Loan Documents, together with true and accurate copies of all Organization Documents. (dk) The Administrative Agent shall have received a written legal opinion of an intercreditor agreement, in form and substance reasonably satisfactory to the New [Borrower][Guarantor]'s counselAdministrative Agent and the Required Lenders, addressed to duly executed by Credit Suisse, as Senior Lien Representative (as defined therein), the Administrative Agent, as Junior Lien Representative (as defined therein), and each of the Collateral Loan Parties (the “Intercreditor Agreement”). (l) Substantially concurrently with the effectiveness of the Amendment, the Priming Senior Secured Term Loan Facility shall have been funded in accordance with the terms and conditions of the Priming Senior Secured Term Loan Credit Agreement. (m) The Administrative Agent and the other Credit Parties, covering such matters relating Lenders shall have received from the Loan Parties an initial 13-week budget that is in form and substance reasonably satisfactory to the New [Borrower][Guarantor], Required Lenders (it being understood and agreed that the Loan Documents and/or budget attached hereto as Annex IV is reasonably satisfactory to the transactions contemplated thereby as Required Lenders) (the Administrative Agent may reasonably request“Initial Budget”). (e) The Collateral Agent shall have received all documents and instruments, including UCC financing statements and Blocked Account Agreements, required by Law or reasonably requested by the Administrative Agent or the Collateral Agent to create or perfect the Lien intended to be created under the Security Documents and all such documents and instruments shall have been so filed, registered or recorded to the satisfaction of the Administrative Agent. (fn) The Administrative Agent shall have received evidence that all insurance policies an executed Amendment No. 2 to Guarantee and endorsements required under Collateral Agreement, dated as of the Loan Documents date hereof (including, without limitation, lender's loss payable endorsements, additional insured endorsements and notice of cancellation endorsements) have been obtained and are in effect, including with respect to the New [Borrower][Guarantor]. (g) All reasonable fees and Credit Party Expenses incurred by the Agents and the other Credit Parties in connection with the preparation and negotiation of this Joinder and related documents (including the reasonable fees and expenses of counsel to the Agents) shall have been paid in full by the New [Borrower] [Guarantor]. (h) The Loan Parties shall have executed and delivered to the Agents such additional documents, instruments, and agreements as the Administrative Agent or the Collateral Agent may reasonably request.“Amendment No. 2