Common use of CLOSING CERTIFICATES AND MISCELLANEOUS Clause in Contracts

CLOSING CERTIFICATES AND MISCELLANEOUS. 10. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct and (ii) no Default has occurred and is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker Corporation, a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Credit Agreement dated as of October 27, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 108. A Certificate signed by the President, a Vice President or a Financial an Authorized Officer of the Company Borrower certifying the following: (i) all on the date of the representations and warranties of the Company set forth in the initial Credit Agreement are true and correct and Extension (ii1) no Default or Event of Default has occurred and is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated 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 and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects as of [ ]such date, among Bruker Corporation, a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made 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 on and as of such earlier date. EXHIBIT I FORM OF BORROWING BASE CERTIFICATE To: The Lenders parties to the Credit Agreement Described Below This Borrowing Base Certificate is furnished pursuant to that certain Credit Agreement dated as of October 27April 15, 2015 2011 (as amended, supplemented modified, renewed or otherwise modified extended from time to time, the “Credit Agreement”) among ProAssurance Corporation (the “Borrower”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time lenders party thereto and JPMorgan Chase BankU.S. Bank National Association, N.A. as Administrative AgentAgent for the Lenders. Capitalized Unless otherwise defined herein, capitalized terms used herein but not otherwise defined herein shall in this Borrowing Base Certificate have the meanings assigned to such terms ascribed thereto in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire The undersigned hereby certifies that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf report attached hereto as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are Schedule I is true and correct on and as sets forth an accurate and complete calculation of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS] The Company agrees that the Guarantee of the Company Base based on information contained in the Credit Agreement will apply to Borrower’s own financial accounting records. Borrower, by the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each Borrowing Base Certificate, hereby ratifies, confirms and affirms all of the Companyterms, the New Borrowing Subsidiary conditions and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement, and further certifies that it is in compliance with the Agreement. This Agreement shall be governed by and construed in accordance The foregoing certifications, together with the laws computations set forth in Schedule I hereto and any documentation delivered with this Certificate in support hereof, are made and delivered this __ day of the State of New York._______, __. _________________________ SCHEDULE I TO BORROWING BASE CERTIFICATE Borrowing Base Report

CLOSING CERTIFICATES AND MISCELLANEOUS. 1011. A Certificate signed by the President, a Vice President or a Financial Responsible Officer of the Company certifying the following: (i) that all of the representations and warranties contained in Article III of the Company set forth in the Credit 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) and (ii) that no Default or Event of Default has occurred and is then continuing. EXHIBIT C-1 [FORM OF] BORROWING SUBSIDIARY BORROWER AGREEMENT BORROWING SUBSIDIARY BORROWER AGREEMENT dated as of [ [_____], among Bruker CorporationThe Scotts Miracle-Gro Company, a Delaware an Ohio corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ [__________] (the “New Borrowing SubsidiarySubsidiary Borrower”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Fifth Amended and Restated Credit Agreement dated as of October 27July 5, 2015 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary Borrower desire that the New Borrowing Subsidiary Borrower become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary Borrower hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Borrower Agreement and the other Loan Documents to which the New Borrowing Subsidiary Borrower is, or may from time to time become, a party: [ [______________].] Each of the Company and the New Borrowing Subsidiary Borrower represents and warrants that the representations and warranties of the Company in the Credit Agreement relating to the New Borrowing Subsidiary Borrower 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) on and as of the date hereof, other than representations given as of a particular date, in which case they shall be 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 that date. [The Company and the New Borrowing Subsidiary Borrower further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary Borrower 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).](6) 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 Guarantee and Collateral Agreement will apply to the Obligations of the New Borrowing SubsidiarySubsidiary Borrower. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary Borrower and the Administrative Agent, the New Borrowing Subsidiary Borrower shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary Borrower hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 108. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the followingfollowing as of the Restatement Effective Date: (i) immediately after giving effect to the Amendment and Restatement Agreement, the Company is in compliance with the covenants contained in Section 6.07 of the Restated Credit Agreement, (ii) all of the representations and warranties of the Company Borrowers set forth in the Credit Agreement are true and correct and (iiiii) no Default or Event of Default has occurred and is then continuing. EXHIBIT F-1 [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker CorporationCoach, Inc., a Delaware Maryland corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ _] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Amended and Restated Credit Agreement Agreement. dated as of October 27June 18, 2012, as amended and restated as of March 18, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) amended).] [INSERT OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS] COUNSELS]2 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 “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 2 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.

CLOSING CERTIFICATES AND MISCELLANEOUS. 106. A Certificate signed by the President, a Vice President or a Financial an Authorized Officer of the Company Borrower certifying the following: on the Effective Date (i1) all no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Company set forth in 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 (iiexcept 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. EXHIBIT H PRO FORMA BORROWING BASE CERTIFICATE ____________, 20___ 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 has occurred 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 is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker Corporation, a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Restated Credit Agreement dated as of October May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2015 2017 and that certain Second Modification Agreement dated as of August 7, 2019 (as further amended, supplemented modified, renewed or otherwise modified 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”), among the Company, the Foreign 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 assigned to such terms used and defined in the Credit Agreement. Under Attached hereto as Schedule 1 is a reconciliation of the Credit Agreement, the Lenders have agreed, upon the terms and subject calculations set forth below to the conditions therein amounts set forth, forth in Borrower’s financial statements most recently delivered to make Loans Administrative Agent pursuant to certain Foreign Subsidiary Borrowers Section 6.1(a) or (collectively with the Company, the “Borrowers”b), and the Company and the New as applicable. Prior to January 1, 2020: “Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 “Foreign Subsidiary BorrowerBase” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.Availability Calculation

CLOSING CERTIFICATES AND MISCELLANEOUS. 106. A Certificate signed by the President, a Vice President or a Financial an Authorized Officer of the Company Borrower certifying the following: on the Effective Date (i1) all no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Company set forth in 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 (iiexcept 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. EXHIBIT H PRO FORMA BORROWING BASE CERTIFICATE _______________, 20___ The undersigned 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 6.19 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 has occurred 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 is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker Corporation, a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Restated Credit Agreement dated as of October 27May 10, 2015 2016 (as amended, supplemented modified, renewed or otherwise modified 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”), among the Company, the Foreign 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 assigned to such terms used and defined in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 “Foreign Subsidiary BorrowerBase” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.Availability Calculation

CLOSING CERTIFICATES AND MISCELLANEOUS. 108. A Certificate signed by the President, a Vice President or a Financial Officer chief financial officer of the Company certifying the following: on the Effective Date (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct and (ii1) no Default or Event of Default has occurred and is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated continuing and (2) the representations and warranties contained in Article V of the Credit Agreement are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all respects 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 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 [ ], among Bruker Corporation, a Delaware corporation (such earlier date. EXHIBIT I TO AMENDMENT AGREEMENT AND TO AMENDED AND RESTATED CREDIT AGREEMENT FORM OF ASSUMPTION LETTER [Date] To the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (and the “Administrative Agent”). Reference is hereby made Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement, dated as of October 27March [6], 2015 (as the same may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among Polaris Industries Inc., a Minnesota corporation (the “Company”), the undersigned (upon the effectiveness of this Assumption Letter and the satisfaction of certain other conditions), Polaris Sales Europe Sárl, as a Foreign Subsidiary Borrower, any other Foreign Borrowers from time to time party parties thereto, the Lenders from time to time party parties thereto and JPMorgan Chase BankU.S. Bank National Association, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned given to such terms them in the Credit Agreement. Under The undersigned, [_____________], a[n] [__________ corporation/limited liability company/partnership] organized under the laws of [_____________] (the “New Foreign Borrower”), wishes to become a Foreign Borrower, authorized to borrow Loans denominated in [SPECIFY RELEVANT AGREED CURRENCIES], and accordingly hereby agrees that, subject to the satisfaction of the conditions set forth in Sections 2.26 and 4.3 of the Credit Agreement, from the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary date hereof it shall become a Foreign Subsidiary Borrower under the Credit Agreement, and until the payment in full of the principal of and interest on all Loans made to it and performance of all of its other Foreign Borrower Obligations thereunder, it shall perform, comply with and be bound by each of the provisions of the Credit Agreement which are stated to apply to a Foreign Borrower. Without limiting the generality of the foregoing, the New Foreign Borrower hereby represents and warrants that: (i) the representations and warranties relating to such New Foreign Borrower and, to the extent applicable, its Subsidiaries, set forth in Article V (including, without limitation, those set forth in Sections 5.21. 5.22 and 5.23 of the Credit Agreement) are true and correct on and as of the date hereof, and (ii) it has heretofore received a true and correct copy of the Credit Agreement (including any amendments or modifications thereof or supplements or waivers thereto) as in effect on the date hereof. In addition, the New Borrowing Subsidiary Foreign Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of or otherwise in the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 1012. A Certificate signed by the President, a Vice President or a Financial Responsible Officer of the Company certifying the following: (i) that all of the representations and warranties contained in Article III of the Company set forth in the Credit 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) and (ii) that no Default or Event of Default has occurred and is then continuing. EXHIBIT C-1 [FORM OF] BORROWING SUBSIDIARY BORROWER AGREEMENT BORROWING SUBSIDIARY BORROWER AGREEMENT dated as of [ [_____], among Bruker CorporationThe Scotts Miracle-Gro Company, a Delaware an Ohio corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ [__________] (the “New Borrowing SubsidiarySubsidiary Borrower”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Sixth Amended and Restated Credit Agreement dated as of October 27April 8, 2015 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary Borrower desire that the New Borrowing Subsidiary Borrower become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary Borrower hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Borrower Agreement and the other Loan Documents to which the New Borrowing Subsidiary Borrower is, or may from time to time become, a party: [ [______________].] Each of the Company and the New Borrowing Subsidiary Borrower represents and warrants that the representations and warranties of the Company in the Credit Agreement relating to the New Borrowing Subsidiary Borrower 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) on and as of the date hereof, other than representations given as of a particular date, in which case they shall be 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 that date. [The Company and the New Borrowing Subsidiary Borrower further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary Borrower 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).](6) 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 Guarantee and Collateral Agreement will apply to the Obligations of the New Borrowing SubsidiarySubsidiary Borrower. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary Borrower and the Administrative Agent, the New Borrowing Subsidiary Borrower shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary Borrower hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 108. A Certificate signed by the President, a Vice President or a Financial Responsible Officer of the Company certifying on behalf of the Company the following: (i) all of that the representations and warranties contained in Article III of the Company set forth in the Credit 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 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 (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker CorporationRegeneron Pharmaceuticals, Inc., a Delaware New York corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Credit Agreement dated as of October 27March 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers or other authorized signatories as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and 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, other than hereof except to the extent that such representations given as of a particular and warranties specifically refer to an earlier date, in which case they shall be 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 that 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).](6amended).](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 “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 106. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (i) that all of the representations and warranties contained in Article III of the Company set forth in the Credit Agreement are true and correct and (ii) that no Default or Event of Default has occurred and is then continuing. EXHIBIT E-1 [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ [_____], among Bruker CorporationAkamai Technologies, Inc., a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ [__________] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Credit Agreement dated as of October 27May 10, 2015 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) as of that 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).](6) amended).] [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 “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 1013. A Certificate signed by the President, a Vice President or a Financial Responsible Officer of the Company certifying the following: (i) that all of the representations and warranties contained in Article III of the Company set forth in the Credit 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) and (ii) that no Default or Event of Default has occurred and is then continuing. EXHIBIT C-1 [FORM OF] BORROWING SUBSIDIARY BORROWER AGREEMENT BORROWING SUBSIDIARY BORROWER AGREEMENT dated as of [ [_____], among Bruker CorporationThe Scotts Miracle-Gro Company, a Delaware an Ohio corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ [__________] (the “New Borrowing SubsidiarySubsidiary Borrower”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Fourth Amended and Restated Credit Agreement dated as of October 27[__________], 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign 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 assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary Borrower desire that the New Borrowing Subsidiary Borrower become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary Borrower hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary Borrower hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New Subsidiary Borrower and sign this Borrowing Subsidiary Borrower Agreement and the other Loan Documents to which the New Borrowing Subsidiary Borrower is, or may from time to time become, a party: [ [______________].] Each of the Company and the New Borrowing Subsidiary Borrower represents and warrants that the representations and warranties of the Company in the Credit Agreement relating to the New Borrowing Subsidiary Borrower 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) on and as of the date hereof, other than representations given as of a particular date, in which case they shall be 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 that date. [The Company and the New Borrowing Subsidiary Borrower further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary Borrower 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).](6) 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 Guarantee and Collateral Agreement will apply to the Obligations of the New Borrowing SubsidiarySubsidiary Borrower. Upon execution of this Agreement by each of the Company, the New Borrowing Subsidiary Borrower and the Administrative Agent, the New Borrowing Subsidiary Borrower shall be a party to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary Borrower hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

CLOSING CERTIFICATES AND MISCELLANEOUS. 108. A Certificate signed by the President, a Vice President or a Financial an Authorized Officer of the Company Borrower certifying the following: on the Effective Date (i1) all no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Company set forth in 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 (iiwarranties are true and correct in all respects) no Default has occurred and is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated 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. EXHIBIT J PRO FORMA BORROWING BASE CERTIFICATE [ ], among Bruker Corporation20 ] The undersigned herby certifies that as of the above date, a Delaware corporation (WRECO and TRI Pointe Homes were in compliance with the “Company”)Financial Covenant Tests as provided for in the Credit Agreement. Borrower is in compliance with all covenants, [Name terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Documents. Other than as hereinafter disclosed there exists no Event of Foreign Subsidiary Borrower]Default or Default by the Borrower or Guarantors under the Credit Agreement. In addition, a [ ] (the “New this Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference Base Certificate is hereby made to in compliance with all terms of the Credit Agreement dated as of October 27, 2015 (as amended, supplemented modified, renewed or otherwise modified extended from time to time, the ) among TRI Pointe Homes (“Credit AgreementBorrower”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto) , the Lenders from time to time party thereto and JPMorgan Chase BankU.S Bank National Association, N.A. as Administrative AgentAgent for the Lenders and LC Issuer(s). Capitalized terms used herein but not otherwise defined herein shall have ($ in thousands) Total Borrowing Base Available Commitment Aggregate Commitment: $ [425,000 ] Borrowing Base Value: $ [ ] Less: Borrowing Base Debt Borrowed Money, net: -$ [ ] Borrowed Money (General Partner Liability) $ [0 ] Repayment Guarantees $ [0 ] Loan Obligations/Advances $ [0 ] Contingent Obligations (due and payable) $ [0 ] Total Borrowing Base Debt: -$ [ ] Letters of Credit: $ 0 $ 0 Excess: $ [ ] Available Revolving Credit [$ 425,000 ] Certified: By: Name: Title: Sample Proforma Borrowing Base Valuation & Certification Pre-Merger (See Attached) BORROWING BASE CERTIFICATE May 31, 2014 The undersigned herby certifies that as of the meanings assigned to such terms above date, WRECO and TRI Pointe Homes were in compliance with the Financial Covenant Tests as provided for in the Credit Agreement. Under Borrower is in compliance with all covenants, terms and conditions applicable to Borrower and each Guarantor under or pursuant to the Credit Documents. Other than as hereinafter disclosed there exists no Event of Default or Unmatured Event of Default by the Borrower or Guarantors under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, this Borrowing Base Certificate is in compliance with all terms of the New Credit Agreement dated as of , (as amended, modified, renewed or extended from time to time) among TRI Pointe Homes (“Borrower”) , the Lenders party thereto and U.S> Bank National Association, as Designated Agent for the Lenders and LC Issuer(s). ($ in thousands) Total Borrowing Subsidiary hereby authorizes Base Available Commitment Aggregate Commitment: $ 425,000 Borrowing Base Value: $ 336,433 Less: Senior Notes $ — US Bank Revolver outstandings — Letters of Credit (issued under revolver) — — Total reductions — $ 336,433 $ 425,000 Availability not to exceed available commitment $ 336,433 Certified: By: Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer 00000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000 Borrowing Base Valuation & Certification TPH Valuation Date: May 31, 2014 Cash % Allowed WRECO TRI Pointe Total (i) Unrestricted Cash 100 % $ — $ 34,389 34,389 Book Value of Inventory % Allowed WRECO TRI Pointe Total (ii) Book value of Presold Units 90 % $ — $ 64,844 64,844 (iii) Book value of Model Units 80 % — 21,172 21,172 (iv) Book value of Spec Xxxxx 00 % — 36,338 36,338 (v) Book value of Finished Lots 65 % — — — (vi) Book value of LUD 65 % — 342,579 342,579 (vii) Book value of Entitiled Land 50 % — — — Excl: Book Value of Unentitled Land 0 % — — — Total $ — $ 464,932 $ 464,932 % Allowed Category Value Borrowing Base Value Category % of Borrowing Base Unrestricted Cash > $25MM 100 % 9,389 $ 9,389 Cash 2.8 % Presold Units 90 % 64,844 58,359 Presold 17.3 % Models 80 % 21,172 16,938 Models 5.0 % Spec Units 80 % 36,338 29,070 Spec 8.6 % Finished Lots 65 % — — Finished Lots 0.0 % Land Under Development 65 % 342,579 222,676 LUD 66.2 % Entitled Land 50 % — — Entitled Land 0.0 % Unentitled Land 0 % — — Unentiled Land 0.0 % Total Borrowing Base Value: $ 336,433 Total 100.0 % Total Borrowing Base Value $ 336,433 Borrowing Base Adjustment – Land Allocation (entitled land may not exceed 35% of Total BB Value) — Less: Senior Notes — Less: US Bank Revolver Outstandings — Letters of Credit — Unsecured Line Availability: $ 336,433 Note: The allocation of the Company to act book value of inventory between presold and spec units for TRI Pointe is based on its behalf the units under construction and completed inventory from the Period Sales Report which designates presold and spec. Sample Proforma Borrowing Base Valuation & Certification Post-Merger TPH/WRECO (See Attached) BORROWING BASE CERTIFICATE March 31, 2014 The undersigned herby certifies that as of the above date, WRECO and to TRI Pointe Homes were in compliance with the extent Financial Covenant Tests as provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentenceBorrower is in compliance with all covenants, the New Borrowing Subsidiary hereby designates the following officers as being authorized terms and conditions applicable to 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, each Guarantor under 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 pursuant to the Credit Agreement and shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and Documents. Other than as hereinafter disclosed there exists no Event of Default or Unmatured Event of Default by the New Borrowing Subsidiary hereby agrees to be bound by all provisions of Borrower or Guarantors under the Credit Agreement. This Agreement shall be governed by and construed In addition, this Borrowing Base Certificate is in accordance compliance with the laws all terms of the State Credit Agreement dated as of New YorkJune 23, 2014, (as amended, modified, renewed or extended from time to time) among TRI Pointe Homes (“Borrower”) , the Lenders party thereto and U.S> Bank National Association, as Designated Agent for the Lenders and LC Issuer(s). ($ in thousands) Total Borrowing Base Available Commitment Aggregate Commitment: $ 425,000 Borrowing Base Value: $ 1,314,894 Less: Senior Notes $ (900,000 ) US Bank Revolver outstandings (200,000 ) Letters of Credit (issued under revolver) — — Total reductions (1,100,000 ) Current Availability $ 214,894 $ 425,000 Availability not to exceed available commitment $ 214,894 Certified: By: Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer Borrowing Base Valuation & Certification TPH/WRECO Valuation Date: Xxxxx 00, 0000 Xxxx % Allowed WRECO TRI Pointe Total (i) Unrestricted Cash 100 % $ — $ 139,000 139,000 Book Value of Inventory % Allowed WRECO TRI Pointe Total (ii) Book value of Presold Xxxxx 00 % $ 217,631 $ 78,681 296,312 (iii) Book value of Model Units 80 % 58,123 17,071 75,195 (iv) Book value of Spec Units 80 % 117,757 30,705 148,462 (v) Book value of Finished Lots 65 % — — — (vi) Book value of LUD 65 % 486,776 334,851 821,626 (vii) Book value of Entitiled Land 50 % 442,462 — 442,462 Excl: Book Value of Unentitled Land 0 % 110,597 — 110,597 Total $ 1,322,750 $ 461,307 $ 1,784,057 % Allowed Category Value Borrowing Base Value Category % of Borrowing Base Unrestricted Cash > $25MM 100 % 114,000 114,000 Cash 8.7 % Presold Units 90 % 296,312 266,680 Presold 20.3 % Models 80 % 75,195 60,156 Models 4.6 % Spec Units 80 % 148,462 118,770 Spec 9.0 % Finished Lots 65 % — — Finished Lots 0.0 % Land Under Development 65 % 821,626 534,057 LUD 40.6 % Entitled Land 50 % 442,462 221,231 Entitled Land 16.8 % Unentitled Land 0 % 110,597 — Unentiled Land 0.0 % Total Borrowing Base Value: $ 1,314,894 Total 100.0 % Total Borrowing Base Value $ 1,314,894 Borrowing Base Adjustment – Land Allocation (entitled land may not exceed 35% of Total BB Value) — Less: Senior Notes (900,000 ) Less: US Bank Revolver Outstandings (200,000 ) Letters of Credit — Unsecured Line Availability: $ 214,894 Note: The allocation of the book value of inventory between presold and spec units for TRI Pointe is based on the units under construction and completed inventory from the Period Sales Report which designates presold and spec.

CLOSING CERTIFICATES AND MISCELLANEOUS. 106. A Certificate signed by the President, a Vice President or a Financial an Authorized Officer of the Company Borrower certifying the following: on the Effective Date (i1) all no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Company set forth in 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 (iiexcept 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. EXHIBIT H PRO FORMA BORROWING BASE CERTIFICATE ____________, 20___ The undersigned 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 has occurred 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 is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker Corporation, a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Restated Credit Agreement dated as of October May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2015 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, supplemented modified, renewed or otherwise modified 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”), among the Company, the Foreign 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 assigned to such terms used and defined in the Credit Agreement. Under Attached hereto as Schedule 1 is a reconciliation of the Credit Agreement, the Lenders have agreed, upon the terms and subject calculations set forth below to the conditions therein amounts set forth, forth in Borrower’s financial statements most recently delivered to make Loans Administrative Agent pursuant to certain Foreign Subsidiary Borrowers Section 6.1(a) or (collectively with the Company, the “Borrowers”b), and the Company and the New as applicable. BORROWING BASE AVAILABILITY - “Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 “Foreign Subsidiary BorrowerBase” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.Availability Calculation

CLOSING CERTIFICATES AND MISCELLANEOUS. 108. A Certificate signed by the President, a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct and (ii) no Default has occurred and is then continuing. EXHIBIT F-1 [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ [_____], among Bruker CorporationPhotronics, Inc., a Delaware Connecticut corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ [__________] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. National Association as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Credit Agreement dated as of October 27June 6, 2015 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. National Association as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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) with the provisions of section 151 of the United Kingdom Companies Xxx 0000 of England and Wales (as amended).](6) [INSERT amended).]5[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 “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. ____________________ 5 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.

CLOSING CERTIFICATES AND MISCELLANEOUS. 106. A Certificate signed by the President, a Vice President or a Financial an Authorized Officer of the Company Borrower certifying the following: on the Effective Date (i1) all no Default or Event of Default has occurred and is continuing and (2) the representations and warranties contained in Article V of the Company set forth in 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 (iiexcept 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. EXHIBIT H PRO FORMA BORROWING BASE CERTIFICATE ____________, 20___ The undersigned 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 6.19 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 has occurred 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 is then continuing. [FORM OF] BORROWING SUBSIDIARY AGREEMENT BORROWING SUBSIDIARY AGREEMENT dated as of [ ], among Bruker Corporation, a Delaware corporation (the “Company”), [Name of Foreign Subsidiary Borrower], a [ ] (the “New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the “Administrative Agent”). Reference is hereby made to the Restated Credit Agreement dated as of October May 10, 2016, as modified by that certain Modification Agreement dated as of September 27, 2015 2017 (as further amended, supplemented modified, renewed or otherwise modified 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”), among the Company, the Foreign 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 assigned to such terms used and defined in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “Borrowers”), and the Company and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New Borrowing Subsidiary hereby designates the following officers as being authorized to 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 New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than representations given as of a particular date, in which case they shall be true and correct as of that 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).](6) [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 “Foreign Subsidiary BorrowerBase” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.Availability Calculation