Common use of Administrative Borrower Clause in Contracts

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents and receive from the Agents all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC the Parent as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents Administrative Agent and receive from the Agents Administrative Agent all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents Administrative Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents Administrative Agent and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.. 104

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Invacare as the borrowing agent and attorney-in-fact for the all Borrowers (the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (ia) to provide to the Agents and receive from the Agents Administrative Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (iiand any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lending Group (and any notice or instruction provided by any member of the Lending Group to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), and (c) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account Accounts and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders Lending Group shall not incur liability to the Borrowers any Borrower as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account Accounts and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders Lending Group to do so, and in consideration thereof, each of the Borrowers Borrower hereby jointly and severally agrees to indemnify each member of the Indemnitees Lending Group and hold each member of the Indemnitees Lending Group harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee the Lending Group by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (ai) the handling of the Loan Account Accounts and Collateral of the Borrowers as herein provided, (bii) the Agents and the Lenders Lending Group’s relying on any instructions of the Administrative Borrower, or (ciii) any other action taken by any Administrative Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Caprius as the borrowing agent and attorney-in-fact for all the Borrowers (the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Agents Purchaser shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (ia) to provide to the Agents Purchaser with all Disbursement Requests and receive from the Agents all other notices with respect to Loans Advances obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (iib) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this AgreementAdvances. It is understood that the handling of the Loan Account and Collateral loan account of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders Purchaser shall not incur liability to the Borrowers any Borrower as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral its loan account in a combined fashion since the successful operation of each Borrower is dependent on upon the continued successful performance of the integrated group. To induce the Agents and the Lenders Purchaser to do so, and in consideration thereof, each of the Borrowers Borrower hereby jointly and severally agrees to indemnify the Indemnitees Purchaser and to hold the Indemnitees Purchaser harmless against any and all liability, cost, expense, loss or claim of damage or injury, made against such Indemnitee the Purchaser by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers Borrowers’ loan account as herein provided, provided or (b) the Agents and the Lenders Purchaser’s relying on any instructions of the Administrative Borrower, except that the Borrowers will have no liability to the Purchaser under this Section 2.7 with respect to any liability to the extent that such liability has been caused by the Purchaser’s willful misconduct or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documentsgross negligence.

Administrative Borrower. Each Borrower of ELFS and ELFS Brokerage hereby irrevocably appoints Xponential Fitness LLC Xxxxx as the borrowing agent and attorney-in-fact for the Borrowers itself and each other Borrower (the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Agents Lender shall have received prior written notice signed by all of the Borrowers Borrower that such appointment has been revoked and that another Borrower Person has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (ia) to provide to the Agents and receive from the Agents Lender with all notices with respect to Loans Loans, Letters of Credit and other extensions of credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement Agreement, (b) to accept the proceeds of any Loans for disbursement to the applicable Borrower, and (iic) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans Loans, Letters of Credit and other extensions of credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account loan account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers Borrower in order to utilize the collective borrowing powers of the Borrowers Borrower in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders Lender shall not incur liability to the Borrowers Borrower as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders Lender to do so, and in consideration thereof, each of the Borrowers Borrower hereby jointly and severally agrees to indemnify the Indemnitees Lender and hold the Indemnitees Lender harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee Lender by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account loan account and Collateral of the Borrowers Borrower as herein provided, or (b) the Agents and the Lenders Lender’s relying on any instructions of the Administrative Borrower (it being acknowledged and agreed that the Lender shall have no obligation to confirm that the proceeds of any Revolving Loan have been delivered to the applicable Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents).

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Talecris Biotherapeutics, Inc. as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents Administrative Agent and receive from the Agents Administrative Agent all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement the Loan Documents and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account Loans and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents Administrative Agent nor the Lenders any other Secured Party shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account Loans and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents Administrative Agent and the Lenders other Secured Parties to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account Administrative Agent and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders other Secured Parties relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Parent as the borrowing agent and attorney-in-fact for the all Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents Agent shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (ia) to provide to the Agents and receive from the Agents Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents (iiand any notice or instruction provided by Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), (c) to enter into Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries, and (d) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders Lender Group shall not incur liability to the Borrowers any Borrower as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders Lender Group to do so, and in consideration thereof, each of the Borrowers Borrower hereby jointly and severally agrees to indemnify each member of the Indemnitees Lender Group and hold each member of the Indemnitees Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee the Lender Group by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (ai) the handling of the Loan Account and Collateral of the Borrowers as herein provided, or (bii) the Agents and the Lenders Lender Group’s relying on any instructions of the Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or (c) Lender-Related Person under this Section 17.13 with respect to any other action taken liability that has been finally determined by any Agent a court of competent jurisdiction to have resulted solely from the gross negligence or any Lender hereunder willful misconduct of such Agent-Related Person or under Lender-Related Person, as the other Loan Documentscase may be.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC the Company as the borrowing agent and attorney-in-fact for the all Borrowers (in such capacities, the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower to (i) to provide to the Agents and receive from the Agents all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and Agreement, (ii) to take such action on its behalf as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that Agreement and (iii) receive and distribute accordingly the handling of proceeds from the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereofLoans. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify each Lender and the Indemnitees Administrative Agent and hold each Lender and the Indemnitees Administrative Agent harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee the Lenders and the Administrative Agent by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (a) any Lender’s or the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders Administrative Agent’s relying on any instructions of the Administrative Borrower; provided that such indemnity shall not be available to the extent that any such liability, expense, loss or (c) any other action taken claim of damage or injury is determined by any a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent or any Lender hereunder or under such Lender, as the other Loan Documentscase may be.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Alliance as the borrowing agent and attorney-in-fact for the Borrowers all Loan Parties (the “Administrative Borrower”) ), which appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower Loan Party hereby irrevocably appoints and authorizes the Administrative Borrower (ia) to provide to the Agents and receive from the Agents Administrative Agent with all notices with respect to Revolver Loans obtained and Letters of Credit for the benefit of any Borrower Loan Party and all other notices and instructions under this Agreement and the other Loan Documents (iiand any notice or instruction provided by the Administrative Borrower shall be deemed to be given by the Loan Parties hereunder and shall bind each Loan Party), (b) to receive notices and instructions from the Lending Parties (and any notice or instruction provided by any Lending Party to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Loan Party), (c) entering into any amendment or waiver of any provision of this Agreement or any other Loan Document or any consent to any departure by such Loan Party therefrom, on each Loan Party’s behalf, and (d) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account Loans, Letters of Credit and the Collateral and the administration of the Borrowers Loan Documents in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers Loan Parties in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall not incur liability to the Borrowers any Loan Party as a result hereof. Each of the Borrowers Loan Party expects to derive benefit, directly or indirectly, from the handling of the Loan Account Loans, Letters of Credit and the Collateral in a combined fashion since the successful operation of each Borrower Loan Party is dependent on the continued successful performance of the integrated group. To induce the Agents each Agent and the Lenders other Lending Parties to do so, and in consideration thereof, each of the Borrowers Loan Party hereby jointly and severally agrees to indemnify the Indemnitees each Agent and each other Lending Party and hold the Indemnitees them harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee an Agent by any of the Borrowers Loan Party or by any third party whosoever, arising from or incurred by reason of (ai) the handling of the Loan Account Loans, Letters of Credit and the Collateral and the administration of the Borrowers Loan Documents of the Loan Parties as herein provided, provided or (bii) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby ----------------------- irrevocably appoints Xponential Fitness LLC Dictaphone as the borrowing agent and attorney-in-fact for the Borrowers (the “"Administrative Borrower”") which appointment shall remain in ----------------------- full force and effect unless and until the Agents Agent shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents and receive from the Agents Agent with all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees (as hereinafter defined) and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents Agent and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any the Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents and receive from the Agents all notices with respect to 161 #97889169v6 Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Xxxxx as the borrowing agent and attorney-in-fact for the Borrowers all Loan Parties (the “"Administrative Borrower”) "), which appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower Loan Party hereby irrevocably appoints and authorizes the Administrative Borrower (ia) to provide to the Agents and receive from the Agents Administrative Agent with all notices with respect to Term Loans obtained and Revolver Loans for the benefit of any Borrower Loan Party and all other notices and instructions under this Agreement and the other Loan Documents (iiand any notice or instruction provided by the Administrative Borrower shall be deemed to be given by the Loan Parties hereunder and shall bind each Loan Party), (b) to receive notices and instructions from the Lending Parties (and any notice or instruction provided by any Lending Party to the Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Loan Party), (c) entering into any amendment or waiver of any provision of this Agreement or any other Loan Document or any consent to any departure by such Loan Party therefrom, on each Loan Party's behalf, and (d) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account Loans and the Collateral and the administration of the Borrowers Loan Documents in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers Loan Parties in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall not incur liability to the Borrowers any Loan Party as a result hereof. Each of the Borrowers Loan Party expects to derive benefit, directly or indirectly, from the handling of the Loan Account Loans and the Collateral in a combined fashion since the successful operation of each Borrower Loan Party is dependent on the continued successful performance of the integrated group. To induce the Agents Administrative Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers Loan Party hereby jointly and severally agrees to indemnify each Agent and the Indemnitees Lenders and hold the Indemnitees them harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee an Agent by any of the Borrowers Loan Party or by any third party whosoever, arising from or incurred by reason of (ai) the handling of the Loan Account Loans and the Collateral and the administration of the Borrowers Loan Documents of the Loan Parties as herein provided, provided or (bii) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.. ​

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents and receive from the Agents all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral 146 #97100791v3 of the Borrowers as herein provided, (b) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents and receive from the Agents all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness designates GeneDx, LLC as the borrowing agent and attorney-in-fact for the Borrowers administrative Borrower (in such capacity, the “Administrative Borrower”) which to act as its representative and agent on its behalf, for the purposes of giving instructions with respect to the disbursement of the proceeds of the Term Loans, giving and receiving all notices and consents hereunder or under any of the other Loan Documents and taking all other actions on behalf of each Borrower under the Loan Documents. The Administrative Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from GeneDx, LLC in its capacity as Administrative Borrower as a notice or communication from each Borrower. Each warranty, covenant, agreement and undertaking made on behalf of each Borrower by GeneDx, LLC in its capacity as Administrative Borrower for the Borrowers shall be deemed for all purposes to have been made by each Borrower and shall be binding upon and enforceable against each Borrower to the same extent as it if the same had been made directly by each Borrower. Such appointment shall remain in full force and effect unless and until the Agents Administrative Agent shall have received prior written notice signed by all each Borrower terminating such appointment. Borrowers shall have the right, to appoint another Borrower as Administrative Borrower with the prior written consent of the Borrowers that Administrative Agent (such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) consent not to provide to the Agents and receive from the Agents all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreementbe unreasonably withheld or delayed). It is understood that the handling of the Loan Account loan account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents Administrative Agent nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account loan account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents Administrative Agent and the Lenders to do so, and in consideration thereof, each of the Borrowers Borrower hereby jointly and severally agrees to indemnify the Indemnitees Administrative Agent and hold the Indemnitees each Indemnified Party harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee Indemnified Party by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account loan account and Collateral of the Borrowers as herein provided, (b) the Agents Administrative Agent and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any the Administrative Agent or any Lender hereunder or under the other Loan Documents.. In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. Borrowers: Sema4 OpCo, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer GeneDx, LLC By: GeneDx Holdings Corp., its sole member By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer Guarantor: GeneDx Holdings Corp. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer [Signature Page to Credit Agreement and Guaranty] Perceptive Credit Holdings IV, LP as Administrative Agent and a Lender By: Perceptive Credit Opportunities GP, LLC, its general partner By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Credit Officer By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Portfolio Manager [Signature Page to Credit Agreement and Guaranty] Schedule 1 to Credit Agreement TRANCHE A TERM LOAN COMMITMENTS Lender Tranche A Term Loan Commitment Perceptive Credit Holdings IV, LP $50,000,000 Total $50,000,000 TRANCHE B TERM LOAN COMMITMENTS Lender Tranche B Term Loan Commitment Perceptive Credit Holdings IV, LP $25,000,000 Total $25,000,000 TRANCHE A WARRANT SHARES Lender Number of Warrant Shares Perceptive Credit Holdings IV, LP 800,000 Class A Shares TRANCHE B WARRANT SHARES* Lender Number of Warrant Shares Perceptive Credit Holdings IV, LP 400,000 Class A Shares * Issued on the Tranche B Term Loan Borrowing Date, if it occurs Schedule 2 Notice Addresses If to the Administrative Agent or any Lender: Perceptive Credit Holdings IV, LP c/o Perceptive Advisors LLC 00 Xxxxx Xxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx E-mail: [*] with a copy to (which shall not constitute notice): Xxxxxxx and Xxxxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxxxxx Xxxxxxx E-mail: [*] If to Borrowers or any Guarantor: c/o GeneDx Holdings Corp. 000 Xxxxxx Xxxxxx North Tower, 8th Floor Stamford, Connecticut 06902 Attention: General Counsel E-mail: [*] with a copy to (which shall not constitute notice): Fenwick & West LLP 000 Xxxxxxxx 18th Floor New York, New York 10010-6035 Attention: Xxxxx Xxxxxx

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Parent as the borrowing agent and attorney-in-fact for the all Borrowers (the “"Administrative Borrower”") which appointment shall remain in full force and effect unless and until the Agents Agent shall have received prior written notice signed by all of the Borrowers each Borrower that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents and receive from the Agents Agent with all notices with respect to Loans Advances and Letters of Credit obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans Advances and Letters of Credit and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents nor the Lenders Lender Group shall not incur liability to the Borrowers any Borrower as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders Lender Group to do so, and in consideration thereof, each of the Borrowers Borrower hereby jointly and severally agrees to indemnify each member of the Indemnitees Lender Group and hold each member of the Indemnitees Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee the Lender Group by any of the Borrowers Borrower or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders Lender Group's relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any the Lender Group hereunder or under the other Loan Documents, except that Borrowers will have no liability to the relevant Agent-Related Person or Lender-Related Person under this Section 17.10 with respect to any liability that has been finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or Lender-Related Person, as the case may be.

Administrative Borrower. Each Borrower hereby irrevocably appoints Xponential Fitness LLC Administrative Borrower as the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until the Agents Collateral Agent and the Investors shall have received prior written notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to the Agents Collateral Agent and Investors and receive from the Agents Collateral Agent and Investors all notices with respect to Loans obtained for the benefit of any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that neither the Agents Collateral Agent nor the Lenders Investors shall incur liability to the Borrowers as a result hereof. Each of the Borrowers Borrower expects to derive benefit, directly or indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising from or incurred by reason of (a) the handling of the Loan Account and Collateral of the Borrowers as herein provided, (b) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any other action taken by any Agent or any Lender hereunder or under the other Loan Documents.