Common use of CLOSING CERTIFICATES AND MISCELLANEOUS Clause in Contracts

CLOSING CERTIFICATES AND MISCELLANEOUS. 6. A Certificate signed by an Authorized Officer of the Borrower certifying the following: on the Effective Date (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. The undersigned hereby certifies that as of the above date, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 (as further amended, modified, renewed or extended from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b), as applicable. (i) Unrestricted Cash (ii) Escrow Receivables

CLOSING CERTIFICATES AND MISCELLANEOUS. 6. A Certificate signed by an Authorized Officer of the Borrower certifying the following: on the Effective Date (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. The undersigned hereby herby certifies that as of the above date, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 6.19 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 2016 (as further amended, modified, renewed or extended from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b), as applicable. (i) Unrestricted Cash (ii) Escrow Receivables

CLOSING CERTIFICATES AND MISCELLANEOUS. 67. A Certificate Certificate, dated the Effective Date and signed by an Authorized the President, a Vice President or a Financial Officer of the Borrower Company, certifying that (a) (i) the following: Specified Representations are true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect is true and correct in all respects) and (ii) at the time of and immediately after giving effect to the making of the Loans on the Effective Date (1) Date, no Default or Event of Default has occurred and is continuing and (2b) to the best of knowledge of the Company, (i) the representations and warranties contained in Article V of the Credit Specified MEI Purchase Agreement Representations are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. The undersigned hereby certifies that as of the above dateEffective Date, Borrower (as defined belowii) is in compliance with since December 31, 2011, there has been no MEI Target Material Adverse Effect and (iii) after giving effect to the financial covenants MEI Acquisition, the Company and tests set forth in Section 6.20 of its Subsidiaries have outstanding no third party Indebtedness for borrowed money, other than (x) the credit facilities evidenced by the Credit Agreement and the 2012 Credit Agreement, (as defined below). Borrower is in compliance with all covenantsy) Indebtedness permitted to be offered, terms placed or arranged pursuant to Section 8.2.3 of the MEI Purchase Agreement and conditions applicable (z) Indebtedness permitted to Borrower and each Guarantor under be existing or incurred pursuant to the Credit Agreement and other Loan Documents described thereinor the 2012 Credit Agreement. 8. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base A Solvency Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10the Effective Date, 2016in substantially the form attached as Exhibit F to the Credit Agreement. This Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 4.02(h) of the 364-Day Credit Agreement, as modified by that certain Modification Agreement dated as of September 27March 22, 2017 and that certain Second Modification Agreement dated as of August 72013, 2019 (as further amendedamong Crane Co., modified, renewed or extended the lenders from time to time) among The New Home Company Inc. (“Borrower”), the Lenders time party thereto and U.S. Bank National Association d/b/a Housing Capital CompanyJPMorgan Chase Bank, N.A. as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized Unless otherwise defined herein, capitalized terms used but not otherwise defined herein in this Certificate shall have the meanings used and defined set forth in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation I, [___________], the Chief Financial Officer of the calculations set forth below Company (after giving effect to the amounts Transactions (including the MEI Acquisition)), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of the Company that as of the date hereof, after giving effect to the consummation of the Transactions (including the execution and delivery of the MEI Purchase Agreement and the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof (including the MEI Acquisition)): 1. The sum of the liabilities (including contingent liabilities) of the Company and its Subsidiaries, on a consolidated basis, does not exceed the fair value of the present assets of the Company and its Subsidiaries, on a consolidated basis. 2. The present fair saleable value of the assets of the Company and its Subsidiaries, on a consolidated basis, is greater than the total amount that will be required to pay the probable liabilities (including contingent liabilities) of the Company and its Subsidiaries as they become absolute and matured. 3. The capital of the Company and its Subsidiaries, on a consolidated basis, is not unreasonably small in relation to their business as contemplated on the date hereof. 4. The Company and its Subsidiaries, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts or other liabilities, including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether at maturity or otherwise). 5. The Company and its Subsidiaries, on a consolidated basis, are “solvent” within the meaning given to that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. 6. For purposes of this Certificate, subject to note 10 of the Company's most recent audited financial statements, the amount of any contingent liability has been computed as the amount that, in light of all of the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability. 7. In reaching the conclusions set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b)this Certificate, as applicable. the undersigned has (i) Unrestricted Cash reviewed the Credit Agreement and other Loan Documents referred to therein and such other documents deemed relevant, (ii) Escrow Receivablesreviewed the financial statements (including the pro forma financial statements) referred to in Section 4.02(g) of the Credit Agreement (the “Financial Statements”) and (iii) made such other investigations and inquiries as the undersigned has deemed appropriate. The undersigned is familiar with the financial performance and prospects of the Company and its Subsidiaries and hereby confirms that the Financial Statements were prepared in good faith and fairly present, in all material respects, on a pro forma basis as of [_________] (after giving effect to the Transactions (including the MEI Acquisition)), the Company's and its Subsidiaries' consolidated financial condition. 8. The financial information and assumptions which underlie and form the basis for the representations made in this Certificate were fair and reasonable when made and were made in good faith and continue to be fair and reasonable as of the date hereof. 9. The undersigned confirms and acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Certificate in connection with the Commitments and Loans under the Credit Agreement.

CLOSING CERTIFICATES AND MISCELLANEOUS. 6. A Certificate signed by an Authorized Officer of the Borrower certifying the following: on the Effective Date (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. PRO FORMA BORROWING BASE CERTIFICATE The undersigned hereby herby certifies that as of the above date, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and 2017, that certain Second Modification Agreement dated as of August 7, 2019 and that certain Third Modification Agreement dated as of June 26, 2020 (as further amended, modified, renewed or extended from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b), as applicable. (i) Unrestricted Cash (ii) Escrow Receivables

CLOSING CERTIFICATES AND MISCELLANEOUS. 614. A Certificate signed by an Authorized the President, a Vice President or a Financial Officer of the Borrower Company certifying the following: on the Effective Date that: (1) no Default or Event of Default has occurred and is continuing and (2i) the representations and warranties contained in Article V of the Credit Agreement Specified Representations are true and correct in all material respects (except to the extent already provided that any representation or warranty that is qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation Material Adverse Effect or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties similar language are true and correct in all respects) 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 they are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality, Material Adverse Effect or similar language are true and correct in all respects) as of such earlier date. The undersigned hereby certifies ; (ii) the Grand Design Purchase Agreement Representations are true and correct in all material respects (provided that any such representation or warranty that is qualified by “materiality,” “Material Adverse Effect,” or similar language shall be true and correct in all respects) on and as of the above Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, Borrower in which case they are true and correct in all material respects (provided that any representation or warranty that is qualified by “materiality,” “Material Adverse Effect,” or similar language shall be true and correct in all respects) as defined belowof such earlier date; (iii) is in compliance with after giving effect to the financial covenants Transactions, neither the Company nor any of its Subsidiaries (including, for the avoidance of doubt, the Target and tests set forth in its subsidiaries) shall have any Indebtedness outstanding other than the Permitted Surviving Debt and the Indebtedness permitted pursuant to Section 6.20 6.01 of the Credit Agreement Agreement; (iv) Since October 2, 2016, there has not been a “Material Adverse Effect” (as such term is defined belowin the Grand Design Purchase Agreement as in effect on October 2, 2016). Borrower is in compliance ; and (v) the Grand Design Acquisition shall, substantially concurrently with all covenantsthe initial funding of the Loans hereunder and under the Term Loan Agreement, terms and conditions applicable to Borrower and each Guarantor under or be consummated pursuant to the Grand Design Purchase Agreement, as in effect on October 2, 2016, and no provision thereof shall have been amended or waived, and no consent or request shall have been given under the Grand Design Purchase Agreement, in any way that is materially adverse to the Lenders in their capacities as such. 15. A Solvency Certificate of the chief financial officer of the Company substantially in the form of Annex I hereto, certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. 16. Payoff documentation providing evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has been terminated and other cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid. 17. ABL/Term Loan Documents described thereinIntercreditor Agreement, executed by JPMorgan, as ABL Representative, JPMorgan, as Term Loan Representative, and the Loan Parties. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan 18. ABL Documents. In addition4 Annex I to Exhibit D FORM OF SOLVENCY CERTIFICATE [__________], this Borrowing Base 20[__] This Solvency Certificate is in compliance with all terms being executed and delivered pursuant to Section 4.01(a) of the Amended and Restated Credit Loan Agreement (the “Loan Agreement”), dated as of May 10November 8, 2016, among Winnebago Industries, Inc. (the “Company”), Octavius Corporation, as modified by that certain Modification Agreement dated as of September 27Borrower, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 (as further amended, modified, renewed or extended the other Loan Parties party thereto from time to time) among The New Home , the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as the administrative agent; the terms defined therein being used herein as therein defined. I, [__________], the chief financial officer of the Company, solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer of the Company Inc. and that I am generally familiar with the businesses and assets of the Company and its Subsidiaries (“Borrower”taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company pursuant to the Loan Agreement. I further certify, solely in my capacity as chief financial officer of the Company, and not in my individual capacity, as Administrative Agent of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Loan Agreement and the Transactions on the date hereof, that, with respect to the Company and its Subsidiaries on a consolidated basis, (a) the sum of the liabilities of the Company and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole; (b) the capital of the Company and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Company and its Subsidiaries, taken as a whole, contemplated on the date hereof, and (c) the Company and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for the Lenders and LC Issuer(s) (the “Credit Agreement”accrual under Statement of Financial Accounting Standard No. 5). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation [Remainder of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b), as applicable. (i) Unrestricted Cash (ii) Escrow Receivablespage intentionally left blank]

CLOSING CERTIFICATES AND MISCELLANEOUS. 6. A Certificate signed by an Authorized Officer of the Borrower certifying the following: on the Effective Date (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. ____________, 20___ The undersigned hereby herby certifies that as of the above date, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 6.19 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 (as further amended, modified, renewed or extended from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b), as applicable. (i) Unrestricted Cash (ii) Escrow Receivables

CLOSING CERTIFICATES AND MISCELLANEOUS. 614. A Certificate signed by an Authorized the President, a Vice President or a Financial Officer of the Borrower Company certifying the following: on the Effective Date that: (1) no Default or Event of Default has occurred and is continuing and (2i) the representations and warranties contained in Article V of the Credit Agreement Specified Representations are true and correct in all material respects (except to the extent already provided that any representation or warranty that is qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation Material Adverse Effect or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties similar language are true and correct in all respects) 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 they are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality, Material Adverse Effect or similar language are true and correct in all respects) as of such earlier date. The undersigned hereby certifies that as of the above date, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 (as further amended, modified, renewed or extended from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(a) or (b), as applicable. (i) Unrestricted Cash; (ii) Escrow Receivablesthe Grand Design Purchase Agreement Representations are true and correct in all material respects (provided that any such representation or warranty that is qualified by “materiality,” “Material Adverse Effect,” or similar language shall be true and correct in all respects) 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 they are true and correct in all material respects (provided that any representation or warranty that is qualified by “materiality,” “Material Adverse Effect,” or similar language shall be true and correct in all respects) as of such earlier date; (iii) after giving effect to the Transactions, neither the Company nor any of its Subsidiaries (including, for the avoidance of doubt, the Target and its subsidiaries) shall have any Indebtedness outstanding other than the Permitted Surviving Debt and the Indebtedness permitted pursuant to Section 6.01 of the Credit Agreement; (iv) Since October 2, 2016, there has not been a “Material Adverse Effect” (as such term is defined in the Grand Design Purchase Agreement as in effect on October 2, 2016); and (v) the Grand Design Acquisition shall, substantially concurrently with the initial funding of the Loans hereunder and under the Term Loan Agreement, be consummated pursuant to the Grand Design Purchase Agreement, as in effect on October 2, 2016, and no provision thereof shall have been amended or waived, and no consent or request shall have been given under the Grand Design Purchase Agreement, in any way that is materially adverse to the Lenders in their capacities as such. 15. A Solvency Certificate of the chief financial officer of the Company substantially in the form of Annex I hereto, certifying that the Company and its Subsidiaries, on a consolidated basis after giving effect to the Transactions, are solvent. 16. Payoff documentation providing evidence satisfactory to the Administrative Agent that the Existing Credit Agreement has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid.

CLOSING CERTIFICATES AND MISCELLANEOUS. 68. A Certificate signed by an Authorized a Responsible Officer of the Borrower Company certifying on behalf of the Company the following: on the Effective Date (1i) no Default or Event of Default has occurred and is continuing and (2) that the representations and warranties contained in Article V III of the Credit Agreement are true and correct in all material respects (except to or, in the extent already case of any representation or warranty qualified by materialitymateriality or Material Adverse Effect, in which case said representations and warranties are true and correct in all respects) as of such date the Effective Date except to the extent any that such representation or warranty is stated to relate solely representations and warranties specifically refer to an earlier date, in which case such representation or warranty shall have been they are true and correct in all material respects (except to or, in the extent already case of any representation or warranty qualified by materialitymateriality or Material Adverse Effect, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. The undersigned hereby certifies date and (ii) that as of the above date, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by has occurred and is then continuing. BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Regeneron Pharmaceuticals, Inc., a New York corporation (the Borrower or Guarantors under “Company”), [Name of Subsidiary Borrower], a [ ] (the Credit Agreement or other Loan Documents“New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). In addition, this Borrowing Base Certificate Reference is in compliance with all terms of hereby made to the Amended and Restated Credit Agreement dated as of May 10March 19, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 2015 (as further amended, modified, renewed supplemented or extended otherwise modified from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”), among the Company, the Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings used and defined assigned to such terms in the Credit Agreement. Attached hereto Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as Schedule 1 is a reconciliation and to the extent provided for in Article II of the calculations set forth below Credit Agreement. Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers or other authorized signatories as being authorized to, among other things, request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and the other Loan Documents to which the New Borrowing Subsidiary is, or may from time to time become, a party: [ ]. Each of the Company and the New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company in the Credit Agreement relating to the amounts set forth New Borrowing Subsidiary and this Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the date hereof 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 (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date. [The Company and the New Borrowing Subsidiary further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under this Agreement and the use of any of the proceeds raised in connection with this Agreement will not contravene or conflict with, or otherwise constitute unlawful financial assistance under, Sections 677 to 683 (inclusive) of the United Kingdom Companies Xxx 0000 of England and Wales (as amended).](1) [INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS] The Company agrees that the Guarantee of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Subsidiary Borrower’s financial statements most recently delivered ” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to Administrative Agent pursuant to Section 6.1(a) or (b), as applicablebe bound by all provisions of the Credit Agreement. (i1) Unrestricted Cash (ii) Escrow ReceivablesTo be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales. [If a Dutch Subsidiary Borrower is represented by an attorney in connection with the signing and/or execution of the Credit Agreement and/or any other Loan Document it is hereby expressly acknowledged and accepted by the parties to the Credit Agreement and/or any other Loan Document that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of The Netherlands.] This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 6. A Certificate signed by an Authorized Officer of the Borrower certifying the following: on the Effective Date date of the initial Credit Extension (1) no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of the Credit Agreement are such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materialityrespects, in which case said representations and warranties are true and correct in all respects) as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. 7. Payoff documentation providing evidence satisfactory to the Administrative Agent that the $250,000,000 credit facility currently in effect for the Borrower has been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder shall have been terminated and released. 1. The undersigned hereby certifies that as Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the above dateBank of England and/or the Financial Services Authority (or, Borrower (as defined below) is in compliance with the financial covenants and tests set forth in Section 6.20 either case, any other authority which replaces all or any of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default by the Borrower or Guarantors under the Credit Agreement or other Loan Documents. In addition, this Borrowing Base Certificate is in compliance with all terms of the Amended and Restated Credit Agreement dated as of May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 (as further amended, modified, renewed or extended from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings used and defined in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation of the calculations set forth below to the amounts set forth in Borrower’s financial statements most recently delivered to Administrative Agent pursuant to Section 6.1(aits functions) or (b)) the requirements of the European Central Bank. 2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as applicablea percentage rate, a rate (the “Associated Costs Rate”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Lenders’ Associated Costs Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum. 3. The Associated Costs Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Administrative Agent. This percentage will be certified by that Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (iexpressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) Unrestricted Cashof complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office. 4. The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows: (iia) Escrow Receivablesin relation to a Loan in Pounds Sterling: AB + C(B – D) + E x 0.01 per cent. per annum. 100 – (A + C) (b) in relation to a Loan in any currency other than Pounds Sterling:

CLOSING CERTIFICATES AND MISCELLANEOUS. 6. A Pro Forma Compliance Certificate signed by an Authorized Officer as of the Borrower certifying the following: on the Effective Date pursuant to Section 4.1(k) of the Credit Agreement. U.S. Bank National Association [________] [________] Attention: ______________ Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of June 17, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower”), EXTRA SPACE STORAGE INC. (the “Parent”), the Lenders from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. 1) no Default or Event . The Borrower hereby requests Bid Rate Quotes for the following proposed Bid Rate Borrowings: Borrowing Date Amount Type Interest Period ______________, 20___ $____________ ________ ______ days 2. After giving effect to the Bid Rate Borrowing requested herein, the total amount of Default has occurred Bid Rate Loans outstanding shall be $______________. The undersigned hereby certifies to the Administrative Agent and is continuing and the Lenders that (2i) the representations and warranties contained in Article V of the Credit Agreement are (a) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (b) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) as of such the date hereof, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects (except to the extent already qualified by materiality, in which case said representations and warranties are true and correct in all respects) on and as of such earlier date. The undersigned hereby certifies that as of the above date, Borrower ; (as defined belowii) is in compliance with the financial covenants and tests set forth in Section 6.20 of the Credit Agreement (as defined below). Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Agreement and other Loan Documents described therein. Other than as hereinafter disclosed there exists no Default or Event of Default, nor would a Default by or Event of Default result from the Borrower or Guarantors under extension of the requested Bid Rate Loans; and (iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement or other Loan Documentshave been satisfied. In addition, this Borrowing Base Certificate EXTRA SPACE STORAGE LP By: Name:________________________________________ Title:_________________________________________ U.S. Bank National Association [________] [________] Attention: ______________ Ladies and Gentlemen: Reference is in compliance with all terms of the Amended and Restated made to that certain Credit Agreement dated as of May 10June 17, 2016, as modified by that certain Modification Agreement dated as of September 27, 2017 and that certain Second Modification Agreement dated as of August 7, 2019 2020 (as further amended, modifiedrestated, renewed supplemented or extended otherwise modified from time to time) among The New Home Company Inc. (“Borrower”), the Lenders party thereto and U.S. Bank National Association d/b/a Housing Capital Company, as Administrative Agent for the Lenders and LC Issuer(s) (the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower”), EXTRA SPACE STORAGE INC. (the “Parent”), the Lenders from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”). Capitalized terms used but herein, and not otherwise defined herein shall herein, have the their respective meanings used and defined given them in the Credit Agreement. Attached hereto as Schedule 1 is a reconciliation In response to the Borrower’s Bid Rate Quote Request dated _____________, 20__, the undersigned hereby makes the following Bid Rate Quote(s) on the following terms: 1. Quoting Lender:____________________________ 2. Person to contact at quoting Lender:____________________________ 3. The undersigned offers to make Bid Rate Loan(s) in the following principal amount(s), for the following Interest Period(s) and at the following Bid Rate(s): Borrowing Date Amount Type Interest Period [Absolute Rate] [Eurodollar Margin] __________, 20__ $_____________ ________ ______days ______% __________, 20__ $_____________ ________ ______days ______% __________, 20__ $_____________ ________ ______days ______% The undersigned understands and agrees that the offer(s) set forth above, subject to satisfaction of the calculations set forth below to the amounts applicable conditions set forth in the Credit Agreement, irrevocably obligate[s] the undersigned to make the Bid Rate Loan(s) for which any offer(s) [is/are] accepted, in whole or in part. By: Name:________________________________________ Title:_________________________________________ U.S. Bank National Association [________] [________] Attention: ______________ Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of June 17, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among EXTRA SPACE STORAGE LP (the “Borrower’s financial statements most recently delivered ”), EXTRA SPACE STORAGE INC. (the “Parent”), the Lenders from time to time parties thereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent pursuant (the “Administrative Agent”). Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Credit Agreement. The Borrower hereby accepts the following offer(s) of Bid Rate Quotes to Section 6.1(abe made available to the Borrower on ____________, _____: Quote Date Quoting Lender Type Amount Accepted [Absolute Rate] [Eurodollar Margin] ____________, 20__ ___________ ___________ $___________ __________% ____________, 20__ ___________ ___________ $___________ __________% ____________, 20__ ___________ ___________ $___________ __________% The Borrower hereby certifies to the Administrative Agent and the Lenders that as of the date hereof and on and as of the date of the making of the requested Bid Rate Loans, the representations and warranties contained in Article V of the Credit Agreement are and will be (a) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects as of the date hereof and on the date of the making of the requested Bid Rate Loans, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all respects on and as of such earlier date and (b)) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as applicable. (i) Unrestricted Cash of the date hereof and on the date of the making of the requested Bid Rate Loans, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct in all material respects on and as of such earlier date; (ii) Escrow Receivablesthere exists no Default or Event of Default, nor would a Default or Event of Default result from the extension of the accepted Bid Rate Loans; and (iii) all other relevant conditions set forth in Section 4.2 of the Credit Agreement have been satisfied. EXTRA SPACE STORAGE LP By: Name: Title: THIS DESIGNATION AGREEMENT dated as of ___________, _____ (the “Agreement”) by and among _________________________ (the “Designating Lender”), _________________________ (the “Designated Lender”) and U.S. Bank National Association, as Administrative Agent (the “Administrative Agent”).