Common use of Effectiveness of this Amendment Agreement Clause in Contracts

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and each Issuing Lender; (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 2 Effective Date; (iii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (iv) a certificate of a Responsible Officer (x) demonstrating in reasonable detail that after giving effect to the incurrence of the Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (in the case of expenses, to the extent invoiced at least three Business Days prior to the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date shall have been paid.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesLenders party hereto (who, collectively, constitute the Required Lenders under the Existing Credit Agreement), the Lead Sustainability Structuring Agent and the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and each Issuing Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company and (yii) an in house counsel of the general counsel Company serving as either the Secretary or an Assistant Secretary of the Company, in each casecase addressed to the Extending Lenders, in form the Administrative Agent and substance reasonably satisfactory the Lead Sustainability Structuring Agent as to matters previously agreed between the Company and the Administrative Agent; and. (ivc) The Administrative Agent shall have received from the Company, for the account of and with respect to (i) each Extending Lender, a certificate fee in an amount equal to [Redacted] of such Extending Lender’s (or its affiliates’) aggregate Commitments under the Credit Agreement on the Amendment Effective Date (the “Amended Commitments”), and (ii) each New Lender, a Responsible Officer fee in an amount equal to [Redacted] of such New Lender’s aggregate Commitments under the Credit Agreement on the Amendment Effective Date. (xd) demonstrating So long as reasonably requested in reasonable detail that after giving effect writing at least ten Business Days prior to the incurrence of Amendment Effective Date, the Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 of the Existing Credit Agreement Administrative Agent shall have been satisfied; (b) all fees and expenses (in the case of expensesreceived, to the extent invoiced at least three Business Days prior to the Amendment No. 2 Effective Date Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (except as otherwise reasonably agreed defined below), a certification regarding beneficial ownership as required by the Company)) required to be paid hereunderBeneficial Ownership Regulation. As used herein, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date term “Beneficial Ownership Regulation” shall have been paidmean 31 C.F.R. § 1010.230.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan PartiesCompany, each Subsidiary Guarantor, the Extending Lenders (which, collectively, constitute Required Lenders under the Existing Credit Agreement) and the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and each Issuing Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company and (yii) an in house counsel of the general counsel Company serving as either the Secretary or an Assistant Secretary of the Company, in each case, in form case addressed to the Extending Lenders and substance reasonably satisfactory the Administrative Agent as to matters previously agreed between the Company and the Administrative Agent; and. (ivc) The Administrative Agent shall have received from the Company, for the account of and with respect to each Extending Lender, a certificate of a Responsible Officer (x) demonstrating fee in reasonable detail that after giving effect an amount equal to the incurrence sum of (A) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate 2026 Commitments under the Incremental Credit Agreement on the Amendment Effective Date, but only to the extent the 2026 Commitments of such Extending Lender, together with any “2026 Revolving Credit Commitments (assuming a full drawing thereof) Commitments” and the use of proceeds thereof on a Pro Forma Basis the Company would be “2028 Revolving Commitments”, in full compliance with the Financial Covenants recomputed each case, under and as of the end of the most recently ended Test Period and (y) certifying the other conditions defined in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (as defined in the case Credit Agreement, the “Main Credit Agreement”) and any “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of expensessuch Extending Lender immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of any existing 2024 Commitments, any existing 2025 Commitments, any existing “2025 Revolving Commitments” or “2027 Revolving Commitments”, in each case, under and as defined in the Main Credit Agreement and any existing “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of such Extending Lender immediately prior to the Amendment Effective Date (or if any such commitment has been reduced since the closing of the Fourth Amendment to the Existing Credit Agreement dated as of June 23, 2022, the closing of the Nineteenth Amendment to the Main Credit Agreement dated as of June 23, 2022 or the initial closing of the 364-Day Revolving Credit Agreement on June 23, 2022, as applicable, such commitment at the closing of such amendment or at such initial closing) (such aggregate amount, the “Aggregate Existing Commitments”), plus (B) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate 2026 Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent invoiced the Aggregate New Commitments of such Extending Lender are less than or equal to the Aggregate Existing Commitments of such Extending Lender. (d) So long as reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date, the Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 2 Effective Date Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (except as otherwise reasonably agreed defined below), a certification regarding beneficial ownership as required by the Company)) required to be paid hereunderBeneficial Ownership Regulation. As used herein, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date term “Beneficial Ownership Regulation” shall have been paidmean 31 C.F.R. § 1010.230.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesRequired Lenders, each Extending 2019 Revolving Lender, each Extending 2021 Revolving Lender, the Administrative Agent, the Collateral Brazilian Administrative Agent, the RMB Administrative Agent, each Incremental Revolving Issuing Lender and each Issuing Swingline Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company, and (ii) an in-house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company, and (iii) Machado, Meyer, Sendacz e Opice, Brazilian counsel to Banco Ford and Ford Brasil, in each case addressed to the Lenders, the Agents and each Issuing Lender as to matters previously agreed between the Company and the Administrative Agent. (c) The Administrative Agent shall have received from the Company, for the account of (i) each Extending 2019 Revolving Lender, a fee in an amount equal to 0.03% of the lesser of (x) such Extending 2019 Revolving Lender’s (or its affiliates’) aggregate 2020 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and such Extending 2019 Revolving Lender’s (ivor its affiliates’) a certificate of a Responsible Officer existing 2019 Revolving Commitments (x) demonstrating in reasonable detail that after giving effect to any assignments of existing 2019 Revolving Commitments to such Extending 2019 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2019 Revolving Commitments by such Extending 2019 Revolving Lender (or its affiliates), in each case on or prior to the incurrence Amendment Effective Date) immediately prior to the Amendment Effective Date, (ii) each Extending 2019 Revolving Lender, a fee in an amount equal to 0.12% of such Extending 2019 Revolving Lender’s aggregate 2020 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the Incremental amount referred to in clause (i) for such Extending 2019 Revolving Credit Commitments Lender, (assuming iii) each Extending 2021 Revolving Lender, a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be fee in full compliance with the Financial Covenants recomputed as an amount equal to 0.03% of the end lesser of (x) such Extending 2021 Revolving Lender’s (or its affiliates’) aggregate 2022 Revolving Commitments under the most recently ended Test Period Credit Agreement on the Amendment Effective Date and (y) certifying the other conditions such Extending 2021 Revolving Lender’s (or its affiliates’) existing 2021 Revolving Commitments (after giving effect to any assignments of existing 2021 Revolving Commitments to such Extending 2021 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2021 Revolving Commitments by such Extending 2021 Revolving Lender (or its affiliates), in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (in the each case of expenses, to the extent invoiced at least three Business Days on or prior to the Amendment No. 2 Effective Date) immediately prior to the Amendment Effective Date and (except as otherwise reasonably agreed by the Company)iv) required each Extending 2021 Revolving Lender, a fee in an amount equal to be paid hereunder, 0.20% of such Extending 2021 Revolving Lender’s aggregate 2022 Revolving Commitments under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date shall have been paidin excess of the amount referred to in clause (iii) for such Extending 2021 Revolving Lender.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesRequired Lenders, each Extending 2018 Revolving Lender, each Extending 2020 Revolving Lender, the Administrative Agent, the Collateral Brazilian Administrative Agent, the RMB Administrative Agent, each Incremental Revolving Issuing Lender, each Swingline Lender and each Issuing New Revolving Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company, and (ii) an in-house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company, and (iii) Machado, Meyer, Sendacz e Opice, Brazilian counsel to Banco Ford and Ford Brasil, in each case addressed to the Lenders, the Agents and each Issuing Lender as to matters previously agreed between the Company and the Administrative Agent. (c) The Administrative Agent shall have received from the Company, for the account of (i) each Extending 2018 Revolving Lender, a fee in an amount equal to 0.04% of the lesser of (x) such Extending 2018 Revolving Lender’s (or its affiliates’) aggregate 2019 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and such Extending 2018 Revolving Lender’s (ivor its affiliates’) a certificate of a Responsible Officer existing 2018 Revolving Commitments (x) demonstrating in reasonable detail that after giving effect to any assignments of existing 2018 Revolving Commitments to such Extending 2018 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2018 Revolving Commitments by such Extending 2018 Revolving Lender (or its affiliates), in each case on or prior to the incurrence Amendment Effective Date) immediately prior to the Amendment Effective Date, (ii) each Extending 2018 Revolving Lender, a fee in an amount equal to 0.12% of such Extending 2018 Revolving Lender’s aggregate 2019 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the Incremental amount referred to in clause (i) for such Extending 2018 Revolving Credit Commitments Lender, (assuming iii) each Extending 2020 Revolving Lender, a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be fee in full compliance with the Financial Covenants recomputed as an amount equal to 0.04% of the end lesser of (x) such Extending 2020 Revolving Lender’s (or its affiliates’) aggregate 2021 Revolving Commitments under the most recently ended Test Period Credit Agreement on the Amendment Effective Date and (y) certifying the other conditions such Extending 2020 Revolving Lender’s (or its affiliates’) existing 2020 Revolving Commitments (after giving effect to any assignments of existing 2020 Revolving Commitments to such Extending 2020 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2020 Revolving Commitments by such Extending 2020 Revolving Lender (or its affiliates), in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (in the each case of expenses, to the extent invoiced at least three Business Days on or prior to the Amendment No. 2 Effective Date Date) immediately prior to the Amendment Effective Date, (except as otherwise reasonably agreed by the Company)iv) required each Extending 2020 Revolving Lender, a fee in an amount equal to be paid hereunder, 0.20% of such Extending 2020 Revolving Lender’s aggregate 2021 Revolving Commitments under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date shall have been paidin excess of the amount referred to in clause (iii) for such Extending 2020 Revolving Lender, (v) each New Revolving Lender, a fee in an amount equal to 0.12% of such New Revolving Lender’s aggregate 2019 Revolving Commitment under the Credit Agreement on the Amendment Effective Date and (vi) each new Revolving Lender, a fee in an amount equal to 0.20% of such New Revolving Lender’s aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date.

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 4 Effective Date”): (a) the Administrative Agent shall have received in .pdf format (followed promptly by originalsoriginals to the extent requested by the Administrative Agent) and unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and Lender, each 2019 Refinancing Revolving Lender, each Issuing Lender, each Consenting Term Loan Lender and Lenders constituting the Required Lenders and the Supermajority Lenders (after giving effect to the 2019 Refinancing Revolving Credit Commitments and the 2019 Incremental Revolving Credit Commitments); (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 2 4 Effective Date; (iii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (iv) a certificate of a Responsible Officer (x) demonstrating in reasonable detail that after giving effect to the incurrence of the 2019 Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 Sections 2.24, 2.30 and 5.03(a) and (b) of the Existing Credit Agreement have been satisfied; (b) all accrued interest, fees and other amounts owing (whether or not then due) in respect of the Existing Revolving Credit Commitments and the Existing Revolving Credit Loans shall have been paid in full by the Company; (c) the Borrower shall have paid such fees to the 2019 Incremental Revolving Credit Lenders, the 2019 Refinancing Revolving Credit Lenders and the Consenting Term Loan Lenders as have been previously disclosed to such Lenders in writing; and (d) all other fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 4 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 308, 20182019, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced Company, in such Engagement Letter) each case on the Amendment No. 2 4 Effective Date shall have been paid.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesLenders party hereto (who, collectively, constitute the Required Lenders under the Existing Credit Agreement) and the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and each Issuing Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company and (yii) an in house counsel of the general counsel Company serving as either the Secretary or an Assistant Secretary of the Company, in each case, in form case addressed to the Extending Lenders and substance reasonably satisfactory the Administrative Agent as to matters previously agreed between the Company and the Administrative Agent; and (ivc) The Administrative Agent shall have received from the Company, for the account of and with respect to each Extending Lender, a certificate of a Responsible Officer (x) demonstrating fee in reasonable detail that after giving effect an amount equal to the incurrence sum of (A) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate Commitments under the Credit Agreement on the Amendment Effective Date (the “Amended Commitments”), but only to the extent the Amended Commitments of such Extending Lender, together with any “2026 Commitments” under and as defined in the Supplemental RCF Credit Agreement and any “2026 Revolving Commitments” or “2028 Revolving Commitments”, in each case, under and as defined in the Existing Credit Agreement (as defined in the Credit Agreement, the “Main Credit Agreement”), in each case, of such Extending Lender immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of the Incremental existing Commitments, any existing “2024 Commitments” or “2025 Commitments”, in each case, under and as defined in the Supplemental RCF Credit Agreement and any existing “2025 Revolving Commitments” or “2027 Revolving Commitments”, in each case, under and as defined in the Main Credit Commitments Agreement, in each case, of such Extending Lender immediately prior to the Amendment Effective Date (assuming a full drawing thereof) and or if any such commitment has been reduced since the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 initial closing of the Existing Credit Agreement have been satisfied; on June 23, 2022, the closing of the Nineteenth Amendment to the Main Credit Agreement dated as of June 23, 2022 or the closing of the Fourth Amendment to the Supplemental RCF Credit Agreement dated as of June 23, 2022, as applicable, such commitment at such initial closing or the closing of such amendment) (bsuch aggregate amount, the “Aggregate Existing Commitments”), plus (B) all fees and expenses [Redacted] of such Extending Lender’s (in the case of expensesor its affiliates’) aggregate Amended Commitments, but only to the extent invoiced the Aggregate New Commitments of such Extending Lender are less than or equal to the Aggregate Existing Commitments of such Extending Lender. (d) So long as reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date, the Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 2 Effective Date (except Date, to the extent the Company qualifies as otherwise reasonably agreed by the Company)) required to be paid hereunder, a “legal entity customer” under the Amended Credit Agreement and under the Engagement LetterBeneficial Ownership Regulation (as defined below), dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date shall have been paid.a certification regarding

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 3 Effective Date”): (a) the Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, each Incremental Revolving Term B-2 Lender and each Issuing LenderConsenting Lender delivering a Consent (which constitute all of the requisite lenders under Section 10.01 of the Existing Credit Agreement); (ii) a Term Loan Borrowing Request prior to 12:00 p.m., New York City time, one Business Days prior to the anticipated Amendment No. 3 Effective Date (which shall be a Business Day); (iii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 2 3 Effective Date; (iiiiv) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (ivv) a certificate of a Responsible Officer (x) demonstrating in reasonable detail certifying that after giving effect to the incurrence of the Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 5.03 of the Existing Credit Agreement have been satisfied; (b) all accrued interest, fees and other amounts owing (whether or not then due) in respect of the Term B-1 Loans shall have been paid in full by the Company; (c) the Administrative Agent shall have received for the benefit of each Term B-2 Lender the fees (or original issue discount) set forth in Section 2.09(b) of the Amended Credit Agreement; and (d) all fees and expenses (in the case of expenses, to the extent invoiced at least three Business Days prior to the Amendment No. 2 3 Effective Date (except as otherwise reasonably agreed by the CompanyBorrowers)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30June 5, 2018, among Xxxxxxx Sachs Bank USA, Citigroup Global Markets Inc. Inc., HSBC Securities (USA) Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Royal Bank of Canada, RBC Capital Markets, U.S. Bank National Association, KeyBanc Capital Markets, PNC Capital Markets LLC, Fifth Third Bank, ING Bank N.V., Dublin Branch and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 3 Effective Date shall have been paid, or shall be paid substantially concurrently with the borrowing of the Term B-2 Loans.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesRequired Lenders, the Extending Lenders, the Administrative Agent, the Collateral Brazilian Administrative Agent, the RMB Administrative Agent, each Incremental Revolving Issuing Lender and each Issuing Swingline Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and Company, (yii) the general an in house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company and (iii) Xxxxxxx, Xxxxx, Xxxxxxx e Opice, Brazilian counsel to Ford Brasil, in each case addressed to the Extending Lenders and the Agents as to matters previously agreed between the Company and the Administrative Agent. (c) The Administrative Agent shall have received from the Company, for the account of and with respect to: (i) each Extending 2025 Revolving Lender, a fee in an amount equal to the sum of (A) [Redacted] of such Extending 2025 Revolving Lender’s (or its affiliates’) aggregate 2026 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the 2026 Revolving Commitments of such Extending 2025 Revolving Lender, together with any 2028 Revolving Commitments, any “2026 Commitments” under and as defined in the Supplemental RCF Credit Agreement and any “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of such Extending 2025 Revolving Lender immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of the existing 2025 Revolving Commitments, the existing 2027 Revolving Commitments, any existing “2024 Commitments” or “2025 Commitments”, in form each case, under and substance reasonably satisfactory as defined in the Supplemental RCF Credit Agreement and any existing “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of such Extending 2025 Revolving Lender immediately prior to the Administrative AgentAmendment Effective Date (or if any such commitment has been reduced since the closing of the Nineteenth Amendment to the Existing Credit Agreement dated as of June 23, 2022, the closing of the Fourth Amendment to the Supplemental RCF Credit Agreement dated as of June 23, 2022 or the initial closing of the 364-Day Revolving Credit Agreement on June 23, 2022, as applicable, such commitment at the closing of such amendment or at such initial closing) (such aggregate amount, the “Aggregate Existing Commitments”), plus (B) [Redacted] of such Extending 2025 Revolving Lender’s (or its affiliates’) aggregate 2026 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2025 Revolving Lender are less than or equal to the Aggregate Existing Commitments of such Extending 2025 Revolving Lender; and (ivii) each Extending 2027 Revolving Lender, a certificate of a Responsible Officer (x) demonstrating fee in reasonable detail that after giving effect an amount equal to the incurrence sum of (A) [Redacted] of such Extending 2027 Revolving Lender’s (or its affiliates’) aggregate 2028 Revolving Commitments under the Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (in on the case of expensesAmendment Effective Date, but only to the extent invoiced the Aggregate New Commitments of such Extending 2027 Revolving Lender exceed the Aggregate Existing Commitments of such Extending 2027 Revolving Lender plus (B) [Redacted] of such Extending 2027 Revolving Lender’s (or its affiliates’) aggregate 2028 Revolving Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent the Aggregate New Commitments of such Extending 2027 Revolving Lender are less than or equal to the Aggregate Existing Commitments of such Extending 2027 Revolving Lender. (d) So long as reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date, the Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 2 Effective Date Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (except as otherwise reasonably agreed defined below), a certification regarding beneficial ownership as required by the Company)) required to be paid hereunderBeneficial Ownership Regulation. As used herein, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date term “Beneficial Ownership Regulation” shall have been paidmean 31 C.F.R. § 1010.230.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesRequired Lenders, each Extending 2020 Revolving Lender, each Extending 2022 Revolving Lender, the Administrative Agent, the Collateral Brazilian Administrative Agent, the RMB Administrative Agent, each Incremental Revolving Issuing Lender and each Issuing Swingline Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company, (ii) an in-house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company, and (iii) Machado, Meyer, Sendacz e Opice, Brazilian counsel to Banco Ford and Ford Brasil, in each case addressed to the Lenders, the Agents and each Issuing Lender as to matters previously agreed between the Company and the Administrative Agent. (c) The Administrative Agent shall have received from the Company, for the account of (i) each Extending 2020 Revolving Lender, a fee in an amount equal to 0.03% of the lesser of (x) such Extending 2020 Revolving Lender’s (or its affiliates’) aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and such Extending 2020 Revolving Lender’s (ivor its affiliates’) a certificate of a Responsible Officer existing 2020 Revolving Commitments (x) demonstrating in reasonable detail that after giving effect to any assignments of existing 2020 Revolving Commitments to such Extending 2020 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2020 Revolving Commitments by such Extending 2020 Revolving Lender (or its affiliates), in each case on or prior to the incurrence Amendment Effective Date) immediately prior to the Amendment Effective Date, (ii) each Extending 2020 Revolving Lender, a fee in an amount equal to 0.12% of such Extending 2020 Revolving Lender’s aggregate 2021 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the Incremental amount referred to in clause (i) for such Extending 2020 Revolving Credit Commitments Lender, (assuming iii) each Extending 2022 Revolving Lender, a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be fee in full compliance with the Financial Covenants recomputed as an amount equal to 0.03% of the end lesser of (x) such Extending 2022 Revolving Lender’s (or its affiliates’) aggregate 2023 Revolving Commitments under the most recently ended Test Period Credit Agreement on the Amendment Effective Date and (y) certifying the other conditions such Extending 2022 Revolving Lender’s (or its affiliates’) existing 2022 Revolving Commitments (after giving effect to any assignments of existing 2022 Revolving Commitments to such Extending 2022 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2022 Revolving Commitments by such Extending 2022 Revolving Lender (or its affiliates), in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (in the each case of expenses, to the extent invoiced at least three Business Days on or prior to the Amendment No. 2 Effective Date) immediately prior to the Amendment Effective Date and (except as otherwise reasonably agreed by the Company)iv) required each Extending 2022 Revolving Lender, a fee in an amount equal to be paid hereunder, 0.20% of such Extending 2022 Revolving Lender’s aggregate 2023 Revolving Commitments under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date shall have been paidin excess of the amount referred to in clause (iii) for such Extending 2022 Revolving Lender.

Effectiveness of this Amendment Agreement. This Amendment Agreement Agreement, and the agreements made pursuant hereto, shall become effective as of the first date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”):occur when: (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originalsoriginals to the extent requested by the Administrative Agent) and and, unless otherwise specified, properly executed by a Responsible Officer of the each signing Loan Party and by each other party theretohereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: , counterparts of (ix) counterparts hereof this Amendment Agreement that, when taken together, bear the signatures of the Loan Parties, each of the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and each Issuing Lender; (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement Agent and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 2 Effective Date; (iii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company and (y) the general counsel Consent and Reaffirmation attached to this Amendment Agreement, that, when taken together, bear the signatures of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (iv) a certificate of a Responsible Officer (x) demonstrating in reasonable detail that after giving effect to the incurrence of the Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions in Section 2.24 of the Existing Credit Agreement have been satisfiedLoan Party; (b) all fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 Effective 13 Agreement Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date 13 Agreement Date, shall have been paid; and (c) the Administrative Agent has confirmed it has not received written notice of objection to the Early Opt-in Election from Lenders comprising the Required Lenders by 5:00 pm on the fifth (5th) Business Day after the date notice of such Early Opt-in Election was provided to the Lenders (and if the Administrative Agent has received such written notice within such time, then upon such objection being withdrawn or rescinded by the Lenders comprising the Required Lenders); AMERICAS/2023504986.9 provided, that the implementation of the amendments to the Existing Credit Agreement set forth in Section 1 hereof shall occur and be deemed effective, subject to the prior satisfaction (or waiver in accordance with the terms of the Existing Credit Agreement) by the Administrative Agent of the conditions precedent set forth above, as of December 30, 2022 (the “Amendment No. 13 Implementation Date”) (and for the avoidance of doubt, (i) such effectiveness shall take retrospective effect solely to the extent necessary to take into account any relevant period for determining the applicable Benchmark under the Amended Credit Agreement with respect to the Impacted Currency for such Interest Period, and (ii) such amendments shall have no effect on, and shall not modify, any then-outstanding Borrowings in the Impacted Currency with respect to any applicable Interest Period ending prior to December 30, 2022).

Effectiveness of this Amendment Agreement. This Amendment Agreement shall become effective as of the date hereof, subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 5 Effective Date”): (a) the Administrative Agent shall have received in .pdf or electronic format (followed promptly by originalsoriginals to the extent requested by the Administrative Agent) and unless otherwise specified, properly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan Parties, the Administrative Agent, the Collateral Agent, each Incremental Revolving Delayed Draw Lender and each Issuing other Consenting Lender, collectively constituting the Required Lenders; (ii) certificates of good standing from the secretary of state of the state of organization of each Loan Party, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Amendment No. 2 5 Effective Date; (iii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and (iv) a certificate of a Responsible Officer (x) demonstrating in reasonable detail that after giving effect certifying as to the incurrence of the Incremental Revolving Credit Commitments (assuming a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as of the end of the most recently ended Test Period and (y) certifying the other conditions matters set forth in Section 2.24 of the Existing Credit Agreement have been satisfied;4. (b) the Administrative Agent shall have received for the ratable benefit of each Delayed Draw Lender an upfront fee in an amount equal to 0.25% of such Delayed Draw Lender’s Delayed Draw Commitment on the Amendment No. 5 Effective Date; and (c) except for the Delayed Draw Ticking Fees, all other fees and expenses (in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Amendment No. 2 5 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30February 21, 20182020, among between Citigroup Global Markets Inc. as lead arranger and the Company (and any fee letter referenced Company, in such Engagement Letter) each case on the Amendment No. 2 5 Effective Date Date, shall have been paid.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan PartiesCompany, the Extending Lenders (which, collectively, constitute Required Lenders under the Existing Credit Agreement), the Lead Sustainability Structuring Agent and the Administrative Agent, the Collateral Agent, each Incremental Revolving Lender and each Issuing Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company and (yii) an in house counsel of the general counsel Company serving as either the Secretary or an Assistant Secretary of the Company, in each casecase addressed to the Extending Lenders, in form the Administrative Agent and substance reasonably satisfactory the Lead Sustainability Structuring Agent as to matters previously agreed between the Company and the Administrative Agent; and. (ivc) The Administrative Agent shall have received from the Company, for the account of and with respect to each Extending Lender, a certificate of a Responsible Officer (x) demonstrating fee in reasonable detail that after giving effect an amount equal to the incurrence sum of (A) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate 2027 Commitments under the Incremental Credit Agreement on the Amendment Effective Date, but only to the extent the 2027 Commitments of such Extending Lender, together with any “2027 Revolving Credit Commitments (assuming a full drawing thereof) Commitments” and the use of proceeds thereof on a Pro Forma Basis the Company would be “2029 Revolving Commitments”, in full compliance with the Financial Covenants recomputed each case, under and as of the end of the most recently ended Test Period and (y) certifying the other conditions defined in Section 2.24 of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (as defined in the case Credit Agreement, the “Main Credit Agreement”) and any “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of expensessuch Extending Lender immediately after the Amendment Effective Date (such aggregate amount, the “Aggregate New Commitments”) exceed the sum of any existing 2024 Commitments, any existing 2026 Commitments, any existing “2026 Revolving Commitments” or “2028 Revolving Commitments”, in each case, under and as defined in the Main Credit Agreement and any existing “Commitments” under and as defined in the 364-Day Revolving Credit Agreement, in each case, of such Extending Lender immediately prior to the Amendment Effective Date (or if any such commitment has been reduced since the closing of the Fifth Amendment to the Existing Credit Agreement dated as of April 26, 2023, the closing of the Twentieth Amendment to the Main Credit Agreement dated as of April 26, 2023 or the closing of the Second Amendment to the 364-Day Revolving Credit Agreement dated as of April 26, 2023, as applicable, such commitment at the closing of such amendment or at such initial closing) (such aggregate amount, the “Aggregate Existing Commitments”), plus (B) [Redacted] of such Extending Lender’s (or its affiliates’) aggregate 2027 Commitments under the Credit Agreement on the Amendment Effective Date, but only to the extent invoiced the Aggregate New Commitments of such Extending Lender are less than or equal to the Aggregate Existing Commitments of such Extending Lender. (d) So long as reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date, the Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 2 Effective Date Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (except as otherwise reasonably agreed defined below), a certification regarding beneficial ownership as required by the Company)) required to be paid hereunderBeneficial Ownership Regulation. As used herein, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date term “Beneficial Ownership Regulation” shall have been paidmean 31 C.F.R. § 1010.230.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of the Loan PartiesCompany, each Subsidiary Guarantor, the Required Lenders, the Majority Revolving Lenders, each Extending Lender, the Administrative Agent, the Collateral Agenteach Issuing Lender, each Incremental Revolving Swingline Lender and each Issuing New Revolving Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company, and (yii) the an associate general counsel of the Company, in each casecase addressed to the Lenders, in form the Administrative Agent and substance reasonably satisfactory each Issuing Lender as to matters previously agreed between the Company and the Administrative Agent; and. (ivc) a certificate The Administrative Agent shall have received from the Company, for the account of a Responsible Officer (xi) demonstrating each Extending Lender, an extension fee in reasonable detail that after giving effect an amount equal to the incurrence (a) 0.10% of the Incremental existing 2015 Revolving Credit Commitments of such Extending Lender extended pursuant to this Amendment Agreement (assuming a full drawing thereofthe “Extended Revolving Commitments”) and the use of proceeds thereof on a Pro Forma Basis the Company would be in full compliance with the Financial Covenants recomputed as (b) 0.20% of the end additional 2017 Revolving Commitments of such Extending Lender (i.e., the excess (if any) of the most recently ended Test Period aggregate 2017 Revolving Commitments of such Extending Lender above its Extended Revolving Commitments); and (yii) certifying each New Revolving Lender, a new revolver commitment fee in an amount equal to 0.20% of the other conditions new 2017 Revolving Commitments of such New Revolving Lender. (d) The Company shall have terminated the 2013 Revolving Commitments in accordance with Section 2.24 2.16(a) of the Existing Credit Agreement have been satisfied; (b) all fees and expenses (in the case of expenses, to the extent invoiced at least three Business Days prior to the Amendment No. 2 Effective Date (except as otherwise reasonably agreed by the Company)) required to be paid hereunder, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date shall have been paidAgreement.

Effectiveness of this Amendment Agreement. This The effectiveness of this Amendment Agreement shall become effective as of the date hereof, is subject to the satisfaction of the following conditions precedent on such date (the date on which all of such conditions shall first be satisfied, the “Amendment No. 2 Effective Date”): (a) the The Administrative Agent shall have received in .pdf format (followed promptly by originals) and unless otherwise specified, properly duly executed by a Responsible Officer of the signing Loan Party and by each other party thereto, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (i) counterparts hereof that, when taken together, bear the signatures of each Current Loan Party, the Loan PartiesRequired Lenders, each Extending 2021 Revolving Lender, each Extending 2023 Revolving Lender, the Administrative Agent, the Collateral Brazilian Administrative Agent, the RMB Administrative Agent, each Incremental Revolving Issuing Lender and each Issuing Swingline Lender;. (iib) certificates of good standing from the secretary of state of the state of organization of each Loan PartyThe Administrative Agent shall have received legal opinions, customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the organizational documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on dated the Amendment No. 2 Effective Date; , of (iiii) customary legal opinions from (x) Fried, Frank, Harris, Xxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, New York and Delaware counsel to the Loan Parties Company, (ii) an in-house counsel of the Company serving as either the Secretary or an Assistant Secretary of the Company, and (iii) Machado, Meyer, Sendacz e Opice, Brazilian counsel to Banco Ford and Ford Brasil, in each case addressed to the Lenders, the Agents and each Issuing Lender as to matters previously agreed between the Company and the Administrative Agent. (c) The Administrative Agent shall have received from the Company, for the account of (i) each Extending 2021 Revolving Lender, a fee in an amount equal to 0.04% of the lesser of (x) such Extending 2021 Revolving Lender’s (or its affiliates’) aggregate 2022 Revolving Commitments under the Credit Agreement on the Amendment Effective Date and (y) the general counsel of the Company, in each case, in form and substance reasonably satisfactory to the Administrative Agent; and such Extending 2021 Revolving Lender’s (ivor its affiliates’) a certificate of a Responsible Officer existing 2021 Revolving Commitments (x) demonstrating in reasonable detail that after giving effect to any assignments of existing 2021 Revolving Commitments to such Extending 2021 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2021 Revolving Commitments by such Extending 2021 Revolving Lender (or its affiliates), in each case on or prior to the incurrence Amendment Effective Date) immediately prior to the Amendment Effective Date, (ii) each Extending 2021 Revolving Lender, a fee in an amount equal to 0.18% of such Extending 2021 Revolving Lender’s aggregate 2022 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the Incremental amount referred to in clause (i) for such Extending 2021 Revolving Credit Commitments Lender, (assuming iii) each Extending 2023 Revolving Lender, a full drawing thereof) and the use of proceeds thereof on a Pro Forma Basis the Company would be fee in full compliance with the Financial Covenants recomputed as an amount equal to 0.04% of the end lesser of (x) such Extending 2023 Revolving Lender’s (or its affiliates’) aggregate 2024 Revolving Commitments under the most recently ended Test Period Credit Agreement on the Amendment Effective Date and (y) certifying such Extending 2023 Revolving Lender’s (or its affiliates’) existing 2023 Revolving Commitments (after giving effect to any assignments of existing 2023 Revolving Commitments to such Extending 2023 Revolving Lender (or its affiliates), but without giving effect to any assignments of existing 2023 Revolving Commitments by such Extending 2023 Revolving Lender (or its affiliates), in each case on or prior to the other conditions Amendment Effective Date) immediately prior to the Amendment Effective Date and (iv) each Extending 2023 Revolving Lender, a fee in Section 2.24 an amount equal to 0.20% of such Extending 2023 Revolving Lender’s aggregate 2024 Revolving Commitments under the Credit Agreement on the Amendment Effective Date in excess of the Existing Credit Agreement have been satisfied;amount referred to in clause (iii) for such Extending 2023 Revolving Lender. (bd) all fees and expenses (So long as reasonably requested in the case of expenses, writing at least ten Business Days prior to the extent invoiced Amendment Effective Date, the Administrative Agent shall have received, at least three Business Days prior to the Amendment No. 2 Effective Date Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (except as otherwise reasonably agreed defined below), a certification regarding beneficial ownership as required by the Company)) required to be paid hereunderBeneficial Ownership Regulation. As used herein, under the Amended Credit Agreement and under the Engagement Letter, dated as of May 30, 2018, among Citigroup Global Markets Inc. and the Company (and any fee letter referenced in such Engagement Letter) on the Amendment No. 2 Effective Date term “Beneficial Ownership Regulation” shall have been paidmean 31 C.F.R. § 1010.230.