Common use of Existing Investments Clause in Contracts

Existing Investments. Investments in Subsidiaries and Joint Ventures of the Borrower existing on the Closing Date. Xxxxxxx & Xxxxxx Enterprises, Inc. The Xxxxxx Building 13024 Ballantyne Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Treasurer (with copy to General Counsel) Telephone: Telecopier: Electronic Mail: Website Address: xxx.xxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 (for payments and Requests for Credit Extensions): Bank of America, N.A. One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-04-39 Xxxxxxxxx, XX 00000-0000 Attention: Telephone: Telecopier: Electronic Mail: Account No.: Ref: Xxxxxxx & Xxxxxx Enterprises, Inc., Attn: Credit Services ABA# Other Notices as Administrative Agent: Bank of America, N.A. Agency Management 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Attention: Telephone: Telecopier: Electronic Mail: Bank of America, N.A. Global Trade Operations One Fleet Way, 2nd Floor Mail Code PA6-580-02-30 Xxxxxxxx, XX 00000 Telephone: Client Servicing E-mail Address: General Fax: SWIFT Address: Bank of America, N.A. One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-04-39 Xxxxxxxxx, XX 00000-0000 Attention: Telephone: Telecopier: Electronic Mail: Account No.: Ref: Xxxxxxx & Xxxxxx Enterprises, Inc., Attn: Credit Services ABA# To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 11, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX ENTERPRISES, INC., a Delaware corporation, as the borrower thereunder, the Lenders, the Administrative Agent, the Swing Line Lender and each L/C Issuer. The undersigned hereby requests (select one): ¨ A Revolving Credit Borrowing ¨ A conversion of [Type] to [Type] ¨ A continuation of Eurocurrency Rate Loans

Existing Investments. Equity Investments in Subsidiaries and Joint Ventures of the Borrower existing on made prior to the Closing DateDate by TTD in its Subsidiaries listed on Schedule 6.1(g). Xxxxxxx & Xxxxxx EnterprisesNone. Citibank, Inc. The Xxxxxx Building 13024 Ballantyne Xxxxxxxxx N.A. Xxx Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attention: Treasurer (with copy to General Counsel) Telephone: Telecopier: Electronic Mail: Website Address: xxx.xxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 (for payments and Requests for Credit Extensions): Bank of America, N.A. One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-04-39 Xxxxxxxxx, XX 00000-0000 Attention: Telephone: Telecopier: Electronic Mail: Account No.: Ref: Xxxxxxx & Xxxx Xxxxxx Enterprises, Inc., Attn: Credit Services ABA# Other Notices as Administrative Agent: Bank of America, N.A. Agency Management 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Mail Code: CA5-705-04-09 Xxx XxxxxxxxxXxxx, XX 00000 AttentionAttn.: TelephoneAsset Based Portfolio Manager Email: Telecopierxxxxxxx.xxxx@xxxx.xxx Telecopy Number: Electronic Mail000-000-0000 $ 55,000,000 44.00 % East West Bank 000 Xxxxxxxxxx Xx. Suite 900 San Francisco, CA 94111 Email: xxxxxxx.xxxxxxxx@xxxxxxxxxxxx.xxx $ 25,000,000 20.00 % City National Bank of America000 X. Xxxxxx Xx., N.A. Global Trade Operations One Fleet Way00xx Xxxxx Xxx Xxxxxxx,XX 00000 Email: xxx.xxxxx@xxx.xxx Telecopy Number: 000-000-0000 $ 25,000,000 20.00 % U.S. Bank, 2nd Floor Mail Code PA6-580-02-30 National Association 000 Xxxxx Xxxxxxxx, XX 00000 TelephoneSuite 210 LM-CA-F2AB Los Angeles, CA 90012 Email: Client Servicing Exxxxx.xxxxxxx0@xxxxxx.xxx Telecopy Number: 213-mail Address: General Fax: SWIFT Address: Bank of America620-1825 $ 20,000,000 16.00 % THE TRADE DESK, N.A. One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-04-39 XxxxxxxxxINC. AND EACH PERSON JOINED HERETO AS A BORROWER FROM TIME TO TIME, XX 00000-0000 Attention: Telephone: Telecopier: Electronic Mail: Account No.: Ref: Xxxxxxx & Xxxxxx Enterprisesas the Borrowers, Inc., Attn: Credit Services ABA# To: Bank of AmericaCITIBANK, N.A., as Administrative the Agent Ladies Exhibit A-1 — Revolving Credit Note Exhibit A-2 — Swingline Note Exhibit B — Notice of Borrowing Exhibit C — Notice of Conversion/Continuation Exhibit D — Perfection Certificate Exhibit E — Letter of Credit Request Exhibit F — Financial Condition Certificate Exhibit G — Closing Certificate Exhibit H — Compliance Certificate Exhibit I — Borrowing Base Certificate Exhibit J — Assignment and Gentlemen: Reference is made Acceptance Exhibits K-1 to that certain Credit AgreementK-4 — U.S. Tax Compliance Certificates $ New York, dated as of May 11, 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to timeNew York FOR VALUE RECEIVED, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among XXXXXXX & XXXXXX ENTERPRISESundersigned THE TRADE DESK, INC., a Delaware corporation, and together with each Person who becomes party to the Loan Agreement as a borrower (individually and collectively and jointly and severally, the “Borrowers” and each individually, a “Borrower”), hereby unconditionally promises to pay to [ ], a [ ] (a “Lender”), on the Termination Date, to the Agent’s Payment Account or at such other location as the borrower thereunderAgent may from time to time designate in writing, for the account of Lender, in lawful money of the United States of America and in immediately available funds, the Lendersprincipal amount equal to the lesser of (a) MILLION DOLLARS ($ ) and (b) the aggregate unpaid principal amount of Revolving Credit Loans made to the Borrowers by such Lender under Section 2.1(a) of the Loan Agreement. The Borrowers further promise to pay interest in like money and funds to the Agent, for the account of the Lender, at the aforementioned Payment Account (or at such other location as the Agent may from time to time designate) on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until paid in full (both before and after judgment and both before and after the occurrence and during the continuation of an Event of Default) at the rates and on the dates determined in accordance with, and calculated in the manner set forth in, Sections 4.1 and 4.2 of the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings given them in the Loan and Security Agreement dated as of March 30, 2016 among the Borrowers, each of the financial institutions identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, and any Increasing Lender, each a “Lender” and, collectively, the Administrative Agent“Lenders”), and Citibank, N.A., a national banking association (“Citibank”), acting not individually but as agent on behalf of, and for the benefit of, the Swing Line Lenders and all other Secured Parties (Citibank, when acting in such agency capacity, herein called the “Agent”) (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day (except as otherwise provided in the Loan Agreement) and such extension of time shall be included in the computation of the amount of interest due hereunder. This Note is a “Revolving Credit Note” referred to in the Loan Agreement and shall be entitled to the benefit of all terms and conditions of, and the security of all security interests, liens and rights granted under or in connection with, the Loan Agreement and the other Loan Documents, and is subject to optional and mandatory prepayment as provided therein. Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Loan Agreement, all amounts then remaining unpaid on this Note may be declared to be or may automatically become immediately due and payable as provided in the Loan Agreement. Each Borrower acknowledges that the holder of this Note may assign, transfer or sell all or a portion of its rights and interests in, to and under this Note to one or more Persons as provided in the Loan Agreement and that such Persons shall thereupon become vested with all of the rights and benefits of the Lender in respect hereof as to all or that portion of this Note which is so assigned, transferred or sold. In the event of any conflict between the terms hereof and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall control. Each Borrower waives presentment, demand for payment, protest and notice of dishonor of this Note and authorizes the holder hereof, without notice, to increase or decrease the rate of interest on any amount owing under this Note in accordance with the Loan Agreement. Each Borrower shall make all payments hereunder and under the Loan Agreement without setoff, deduction or counterclaim. No failure to exercise and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Note may not be changed or modified orally, but only by an agreement in writing, which is signed by the party or parties against whom enforcement of any waiver, change or modification is sought. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. EACH BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE LENDER HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACTS OR OMISSIONS OF THE BORROWERS, ANY LENDER, THE AGENT OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE. WITNESS the hand of the Borrowers as of the date first above written. THE TRADE DESK, INC., a Delaware corporation, By: Name: Title: $ New York, New York FOR VALUE RECEIVED, the undersigned THE TRADE DESK, INC., a Delaware corporation, and together with each Person who becomes party to the Loan Agreement as a borrower (individually and collectively and jointly and severally, the “Borrowers” and each L/C Issuerindividually, a “Borrower”), hereby unconditionally promises to pay to CITIBANK, N.A., a national banking association (the “Swingline Lender”), on demand, at the Swingline Lender’s office set forth in the Loan Agreement or at such other location as the Swingline Lender may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the aggregate principal amount of Swingline Loans outstanding pursuant to Section 2.3(h) of the Loan Agreement. The Borrowers further promise to pay interest in like money and funds to the Swingline Lender at the aforementioned address (or at such other location as the Swingline Lender may from time to time designate) on the unpaid principal amount hereof from time to time outstanding from and including the date hereof until paid in full (both before and after judgment and both before and after the occurrence and during the continuation of an Event of Default) at the rates and on the dates determined in accordance with, and calculated in the manner set forth in, Sections 4.1 and 4.2 of the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings given them in the Loan and Security Agreement dated as March 30, 2016 among the Borrowers, each of the financial institutions identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, and any Increasing Lender, each a “Lender” and, collectively, the “Lenders”), and Citibank, N.A., a national banking association (“Citibank”), acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (Citibank, when acting in such agency capacity, herein called the “Agent”) (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”). Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment shall be made on the next succeeding Business Day (except as otherwise provided in the Loan Agreement) and such extension of time shall be included in the computation of the amount of interest due hereunder. This Note is a “Swingline Note” referred to in the Loan Agreement and shall be entitled to the benefit of all terms and conditions of, and the security of all security interests, liens and rights granted under or in connection with, the Loan Agreement and the other Loan Documents, and is subject to optional and mandatory prepayment as provided therein. Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Loan Agreement, all amounts then remaining unpaid on this Note may be declared to be or may automatically become immediately due and payable as provided in the Loan Agreement. Each Borrower acknowledges that the holder of this Note may assign, transfer or sell all or a portion of its rights and interests in, to and under this Note to one or more Persons as provided in the Loan Agreement and that such Persons shall thereupon become vested with all of the rights and benefits of the Lender in respect hereof as to all or that portion of this Note which is so assigned, transferred or sold. In the event of any conflict between the terms hereof and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall control. Each Borrower waives presentment, demand for payment, protest and notice of dishonor of this Note and authorizes the holder hereof, without notice, to increase or decrease the rate of interest on any amount owing under this Note in accordance with the Loan Agreement. Each Borrower shall make all payments hereunder and under the Loan Agreement without setoff, deduction or counterclaim. No failure to exercise and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Note may not be changed or modified orally, but only by an agreement in writing, which is signed by the party or parties against whom enforcement of any waiver, change or modification is sought. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS NOTE AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. EACH BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE LENDER HEREBY WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACTS OR OMISSIONS OF THE BORROWERS, ANY LENDER, THE AGENT OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE. WITNESS the hand of the Borrowers as of the date first above written. THE TRADE DESK, INC., a Delaware corporation, By: Name: Title: Date: , 20 To: Citibank, N.A. Re: Loan and Security Agreement, dated as of March 30, 2016 (as amended, modified, supplemented or extended from time to time, the “Loan Agreement”) among THE TRADE DESK, INC., a Delaware corporation (together with each person who thereafter becomes party thereto as a borrower, referred to hereinafter, individually and collectively, jointly and severally, as the “Borrowers” and each individually as a “Borrower”), each of the financial institutions identified as a “Lender” on Annex A attached thereto (together with each of its respective successors and assigns, and any Increasing Lender, each a “Lender” and, collectively, the “Lenders”), and CITIBANK, N.A., a national banking association (“Citibank”), acting not individually but as agent on behalf of, and for the benefit of, the Lenders and all other Secured Parties (Citibank, when acting in such agency capacity, herein called the “Agent”). Capitalized terms used herein but otherwise defined herein shall have the meanings given to such terms in the Loan Agreement. The undersigned is a Responsible Officer of the Borrower Agent having the title inscribed below and in such capacity hereby requests requests: (select one): ¨ A Revolving Credit Borrowing ¨ A conversion of [Type] to [Type] ¨ A continuation of Eurocurrency Rate Loans)