Common use of Joinder Agreement Clause in Contracts

Joinder Agreement. (a) HoldCo hereby acknowledges, agrees and confirms that, by its execution of this Agreement, HoldCo will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a), HoldCo hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo hereby acknowledges, agrees and confirms that, by its execution of this Agreement, HoldCo will be deemed to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this Section 4(b), HoldCo hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of HoldCo in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCo. HoldCo hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location of all owned and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo has not in the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement. (c) The address of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 to the Credit Agreement. (d) HoldCo hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by HoldCo under Article X of the Credit Agreement upon the execution of this Agreement by HoldCo.

Joinder Agreement. As of the Third Amendment Closing Date, DPAC: (a) HoldCo hereby acknowledges, agrees and confirms that, by its execution of this adopts the Loan Agreement, HoldCo will shall be deemed to be a party to the Credit Agreement and a “Guarantor” for bound by all purposes of the Credit terms, conditions and provisions thereof as if it was an original party thereto, including without limitation, the affirmative and negative covenants in Articles 5 and 6 of the Loan Agreement, assumes all of the duties and obligations of a Borrower under the Loan Agreement, and shall have all confirms the representations and warranties set forth in Article 4 of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. HoldCo hereby ratifies, Loan Agreement on and as of the date hereofThird Amendment to Subordinated Loan and Security Agreement hereof as if fully set forth herein (as modified by any disclosures reflected in the amended disclosure Schedules attached hereto); (b) shall be considered, and deemed to be, for all purposes, a “Borrower” under the Loan Agreement as if DPAC had signed the Loan Agreement at the time originally executed and delivered to Lender and hereby, jointly and severally, promises to pay or perform all of the Obligations of a Borrower under the Loan Agreement and the other Loan Documents in accordance with their respective terms, and agrees to execute and deliver to Lender additional Loan Documents, upon the request of Lender; (c) hereby grants, pledges and collaterally assigns to Lender, to secure the prompt repayment of the Note and the Obligations, a continuing security interest in and assigns to the Lender all of DPAC’s Collateral owned by DPAC; (d) shall execute and deliver to Lender, a Pledge Agreement with respect to all Pledged Stock as additional collateral for the Loan, together with the certificates evidencing the Pledged Stock and undated stock powers executed in blank; and (e) shall be considered and deemed to be, for all purposes a Borrower and Indemnitor under the Environmental Indemnity Agreement dated July 28, 2000 and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a), HoldCo hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo hereby acknowledges, agrees and confirms that, by its execution of this Agreement, HoldCo will be deemed to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (thereby as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this Section 4(b), HoldCo hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of HoldCo in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCo. HoldCo hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location of all owned and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo has not in the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement. (c) The address of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 relates to the Credit Agreementany Property. (d) HoldCo hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by HoldCo under Article X of the Credit Agreement upon the execution of this Agreement by HoldCo.

Joinder Agreement. Each New Subsidiary hereby covenants and agrees as follows: (a) HoldCo New Subsidiaries hereby acknowledgesenter into this Joinder Agreement and First Amendment to Credit Agreement in order to comply with Sections 6.14 and 8.1 of the Credit Agreement. (b) Each New Subsidiary hereby adopts the Credit Agreement, as amended, a copy of which is attached hereto as Exhibit A, agrees to be bound by all of the terms, conditions and confirms thatprovisions thereof and of each of the Notes as if it was an original party thereto, by its execution including without limitation the affirmative and negative covenants in Articles and of this the Credit Agreement, HoldCo will assumes all of the duties and obligations of a Borrower to the Credit Agreement, and reconfirms the representations and warranties set forth in Article of the Credit Agreement on and as of the date hereof as if fully set forth herein. (c) Each New Subsidiary shall be considered, and deemed to be be, for all purposes, a party to "Borrower" under the Credit Agreement and a “Guarantor” for all purposes of maker on the Notes as if each New Subsidiary had signed the Notes at the time originally issued under the Credit AgreementAgreement and hereby, jointly and shall have severally, promises to pay or prepay when due all principal and interest on the Notes whether at stated maturity or otherwise and to pay or perform all of the obligations Obligations of a Guarantor thereunder as if it had executed Borrower under the Credit Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a), HoldCo hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly Agreement in accordance with the terms thereof. (b) HoldCo hereby acknowledgestheir respective terms, and each New Subsidiary further agrees to execute and confirms that, by its execution of this Agreement, HoldCo will be deemed to be a party deliver to the Security AgreementLenders the Notes, upon the request of the Lenders, and shall have all if the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo hereby ratifiesNotes are reissued, as of amended or restated for any reason after the date hereofhereof to execute and deliver such reissued, and agrees amended or restated Notes; provided, however, that the liability of each New Subsidiary shall not exceed the liability limitation applicable to be bound by, all New Subsidiary in accordance with Section 2.12 of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this Section 4(b), HoldCo hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of HoldCo in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCo. HoldCo hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location of all owned and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo has not in the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement. (c) The address of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 to the Credit Agreement. (d) HoldCo To secure the prompt repayment of the Notes and the Obligations, each New Subsidiary hereby waives acceptance grants, pledges and collaterally assigns to Agent, on behalf of the Lenders, a lien and security interest in and to all of each New Subsidiary's respective personal property and fixtures, wherever located, whether now or hereafter owned, existing or acquired or hereafter arising, including, without limitation, the Collateral of each new subsidiary. Each New Subsidiary shall execute UCC Financing Statements and such other security documents as reasonably required by Agent to perfect the first Lien (subject only to the Permitted First Liens) and security interest in the Collateral. (e) Each New Subsidiary shall be considered and deemed to be, for all purposes a Borrower and Indemnitee under the Environmental Indemnity Agreement dated May 29, 1996 and agrees to be bound by the Administrative Agent terms thereby as the same relates to any Property. (f) To secure further such liabilities and the Lenders obligations, each New Subsidiary shall grant to Agent, on behalf of the guaranty Lenders, a first Lien, subject to the Permitted First Liens, upon all real property owned by HoldCo under Article X such New Subsidiary and a first Lien, subject to Permitted First Liens, on all leasehold interests of such New Subsidiary, each of which are identified on Schedule 3.1 attached hereto, and each such New Subsidiary shall execute and deliver to Agent, on behalf of the Credit Agreement upon Lenders, the execution Leasehold Mortgages, Mortgages and valid assignments of this Agreement by HoldCoall other Property rights which now exist or arise hereafter from time to time.

Joinder Agreement. (a) HoldCo 2.1 Each Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this AgreementAmendment, HoldCo such Additional Guarantor will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of under the Credit Agreement, Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. HoldCo Each Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the applicable Credit Documents, including, without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a)paragraph, HoldCo each Additional Guarantor hereby guarantees, jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo 2.2 Each Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this AgreementAmendment, HoldCo such Additional Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo Each Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Section 4(b)paragraph, HoldCo each Additional Guarantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement)Lenders, a continuing security interest in, and a right of set off off, to the extent applicable, against any and all right, title and interest of HoldCo such Additional Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCosuch Additional Guarantor. 2.3 Each Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such Additional Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. HoldCo Each Additional Guarantor hereby represents ratifies, as of the date hereof, and warrants agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph, each Additional Guarantor hereby pledges and assigns to the Administrative Agent, for the benefit of the holders Lenders, and grants to the Administrative Agent, for the benefit of the Secured Obligations Lenders, a continuing security interest in any and all right, title and interest of such Additional Guarantor in and to Pledged Collateral (as such term is defined in Section 1 2 of the Security Pledge Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location of all owned 2.4 Each Additional Guarantor acknowledges and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo confirms that it has not in the past four (4) months changed its name, been party to received a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement. (c) The address of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 to the Credit Agreement. (d) HoldCo hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by HoldCo under Article X copy of the Credit Agreement upon and the execution of this schedules and exhibits thereto and each Security Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement by HoldCo.and the Security Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Security Documents) to reflect the information shown on the attached Exhibit B.

Joinder Agreement. This Joinder Agreement (athis “Joinder Agreement”) HoldCo is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Shareholders’ Agreement dated as of November 10, 2006 (the “Shareholders’ Agreement”) among GPS CCMP ACQUISITION CORP., CCMP CAPITAL INVESTORS II, L.P., CCMP CAPITAL INVESTORS (CAYMAN) II, L.P. ASIA OPPORTUNITY FUND II, L.P., AOF II EMPLOYEE CO-INVEST FUND, L.P., CCMP GENERAC CO-INVEST, L.P. and certain other persons named therein. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Shareholders’ Agreement. The Joining Party hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, HoldCo will the Joining Party shall be deemed to be a party to the Credit Agreement and a “GuarantorManagement Shareholder” for all purposes under the Shareholders’ Agreement as of the Credit Agreement, date hereof and shall have all of the rights and obligations of a Guarantor thereunder the Management Shareholder from whom it has acquired Company Equity Securities (to the extent permitted by the Shareholders’ Agreement) as if it had executed the Credit Shareholders’ Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a), HoldCo hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo hereby acknowledges, agrees and confirms that, by its execution of this Agreement, HoldCo will be deemed to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Shareholders’ Agreement. Without limiting generality The Joining Party acknowledges that, among the obligations of the foregoing terms of this Section 4(b), HoldCo hereby grants such Joining Party pursuant to the Administrative Agent, for Shareholders’ Agreement is the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security interest in, and a right of set off against obligation to sell any and all right, title and interest of HoldCo in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCo. HoldCo hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location of all owned and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo has not in the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations Company Equity Securities acquired by such Joining Party to the Company or to one or more Third Parties in certain circumstances pursuant to Articles IV and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all V of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth Shareholders’ Agreement. To the extent the Joining Party is a complete and accurate list Permitted Transferee of (i) any Pledged Equity owned by HoldCo that an Investor who is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) an employee of the Security Agreement. (c) The address Company, such Joining Party acknowledges that all Company Equity Securities held by such Joining Party shall be aggregated with the Company Equity Securities of HoldCo such Management Shareholder and his or her other Permitted Transferees for purposes of all notices determining the rights and other communications is obligations of such Management Shareholder under the same address for all Loan Parties as provided on Schedule 11.02 to the Credit Shareholders’ Agreement. (d) HoldCo hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by HoldCo under Article X of the Credit Agreement upon the execution of this Agreement by HoldCo.

Joinder Agreement. (a) HoldCo hereby acknowledges, agrees Reference is made to the Amended and confirms that, by its execution of this Restated Senior Term Loan Agreement, HoldCo will be deemed dated as of May 4, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Prologis, L.P. (“Prologis”), certain Affiliate Borrowers from time to time party thereto, Prologis, Inc., as guarantor, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Pursuant to Section 6.14 of the Agreement, the undersigned hereby agrees that it shall be a party to the Credit Agreement and as a “GuarantorSubsequent Lender” for all purposes of under the Credit Agreement, [ ] Tranche(s) ([each an/the] “Applicable Tranche”) and shall have the rights and obligations of a Lender under the Loan Documents. The undersigned (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to consummate the transactions contemplated hereby and to become a Subsequent Lender under the Agreement, (ii) it meets all requirements of a Lender under the Agreement (subject to receipt of such consents as may be required under the Agreement) and under [each/the] Applicable Tranche, (iii) it has received a copy of the Agreement, together with copies of the most recent financial statements delivered pursuant to Section 10.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement on the basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any other Lender, and (iv) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Agreement, duly completed and executed by the undersigned; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations of a Guarantor thereunder as if it had executed which by the Credit Agreement. HoldCo hereby ratifies, as terms of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a), HoldCo hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo hereby acknowledges, agrees and confirms that, by its execution of this Agreement, HoldCo will be deemed to be a party to the Security Agreement, and shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this Section 4(b), HoldCo hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of HoldCo in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCo. HoldCo hereby represents and warrants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location of all owned and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo has not in the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Loan Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged performed by it as a Lender. This Joinder Agreement shall be binding upon, and delivered inure to the Administrative Agent pursuant to Section 4(a)(i) benefit of, the parties hereto and their respective successors and assigns. This Joinder Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Joinder Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder Agreement. This Joinder Agreement shall be governed by, and construed in accordance with, the laws of the Security Agreement. (c) The address State of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 to the Credit Agreement. (d) HoldCo hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by HoldCo under Article X of the Credit Agreement upon the execution of this Agreement by HoldCo.New York. 723827592 14450188

Joinder Agreement. (a) HoldCo 2.1 The Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this AgreementAmendment, HoldCo the Additional Guarantor will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of under the Credit Agreement, Agreement and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. HoldCo The Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the applicable Credit Documents, including, without limitation (a) all of the representations and warranties set forth in Article III of the Credit Agreement and (b) all of the affirmative and negative covenants set forth in Articles V and VI of the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a)paragraph, HoldCo the Additional Guarantor hereby guarantees, jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided prompt payment of the Credit Party Obligations in accordance with Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo 2.2 The Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this AgreementAmendment, HoldCo the Additional Guarantor will be deemed to be a party to the Security Agreement, and shall have all the rights and obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo The Additional Guarantor hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting the generality of the foregoing terms of this Section 4(b)paragraph, HoldCo the Additional Guarantor hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement)Lenders, a continuing security interest in, and a right of set off off, to the extent applicable, against any and all right, title and interest of HoldCo the Additional Guarantor in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCothe Additional Guarantor. 2.3 The Additional Guarantor hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the Additional Guarantor will be deemed to be a party to the Pledge Agreement, and shall have all the rights and obligations of a “Pledgor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. HoldCo The Additional Guarantor hereby represents ratifies, as of the date hereof, and warrants agrees to be bound by, all the terms, provisions and conditions contained in the Pledge Agreement. Without limiting the generality of the foregoing terms of this paragraph, the Additional Guarantor hereby pledges and assigns to the Administrative Agent, for the benefit of the holders Lenders, and grants to the Administrative Agent, for the benefit of the Secured Obligations Lenders, a continuing security interest in any and all right, title and interest of the Additional Guarantor in and to Pledged Collateral (as such term is defined in Section 1 2 of the Security Pledge Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) 2.4 The location of all owned Additional Guarantor acknowledges and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo confirms that it has not in the past four (4) months changed its name, been party to received a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement. (c) The address of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 to the Credit Agreement. (d) HoldCo hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by HoldCo under Article X copy of the Credit Agreement and the schedules and exhibits thereto and each Security Document and the schedules and exhibits thereto. The information on the schedules to the Credit Agreement and the Security Documents are hereby supplemented (to the extent permitted under the Credit Agreement or Security Documents) to reflect the information shown on the attached Exhibit B. 2.5 The Borrowers and the Additional Guarantor represents and warrants that the information on Exhibit B to this Amendment applicable to it is true and correct as of the date hereof. 2.6 The Borrowers and the Guarantors confirm that the Credit Agreement is, and upon the execution Additional Guarantor becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon the Additional Guarantor becoming a Guarantor the term “Credit Party Obligations,” as used in the Credit Agreement, shall include all obligations of this the Additional Guarantor under the Credit Agreement by HoldCoand under each other Credit Document.

Joinder Agreement. (a) HoldCo hereby acknowledges, agrees and confirms that, by its execution Pursuant to Section 2.01(d) of this the Financing Agreement, HoldCo will each Additional Lender hereby (a) agrees to make, on the Amendment Effective Date (as defined below), an Additional Loan to the Borrower in the principal amount set forth opposite such Additional Lender's name on Schedule I hereto (each Additional Lender's "Commitment Increase") and (b) further agrees that its Commitment Increase shall be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes Commitment of such Additional Lender under the Credit Financing Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. HoldCo hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this Section 4(a), HoldCo hereby jointly and severally together with the other Guarantors, guarantees to each Lender and the Administrative Agent, as provided in Article X of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, a mandatory cash collateralization or otherwise) strictly in accordance with the terms thereof. (b) HoldCo hereby acknowledges, agrees Each Additional Lender represents and confirms that, by its execution of this Agreement, HoldCo will be deemed to be warrants that it has become a party hereto solely in reliance upon its own independent investigation of the financial and other circumstances surrounding the Borrower, the Collateral and the Loans and all aspects of the transactions evidenced by or referred to in the Security AgreementLoan Documents, and shall have all the obligations of an “Obligor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. HoldCo hereby ratifies, as of the date hereofhas otherwise satisfied itself thereto, and agrees to be bound bythat it is not relying upon any representation, all of the termswarranty or statement (except any such representation, provisions and conditions contained warranty or statement expressly set forth in the Security Agreement. Without limiting generality of the foregoing terms of this Section 4(b), HoldCo hereby grants to the Administrative Agent, for the benefit of the holders of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of HoldCo in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of HoldCothe Agent or any other Lender in connection with the agreements set forth in this Agreement. HoldCo hereby Each Additional Lender further acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based upon such Additional Lender's review of such documents and information as it deems appropriate, make and continue to make its own credit decisions in entering into this Agreement and taking or not taking action under the Loan Documents. The Agent and the other Lenders shall have no duty or responsibility either initially or on a continuing basis to make any such investigation or any such appraisal on behalf of any Additional Lender or to provide any Additional Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the initial extension of credit under the Financing Agreement or at any time or times thereafter. (c) Each Additional Lender represents and warrants to the Administrative Agent, Agent and the other Lenders that it has experience and expertise in the making of loans such as its Additional Loan; that it has acquired its Commitment for the benefit its own account and not with any intention of the holders selling all or any portion of the Secured Obligations (as such term is defined in Section 1 of the Security Agreement), that: (i) HoldCo’s chief executive office, tax payer identification number, organization identification number, Commitment; and chief place of business are (and for the prior four months have been) located at the locations set forth on Schedule 1 attached hereto and HoldCo keeps its books and records at such locations. (ii) The location that it has received copies of all owned Loan Documents other than the Fee Letter and leased real property of HoldCo is as shown on Schedule 2 attached hereto. (iii) HoldCo’s legal name and jurisdiction of organization is as shown in this Agreement and HoldCo has not in including, without limitation, the past four (4) months changed its name, been party to a merger, consolidation or other change in structure or used any tradename except as set forth in Schedule 3 attached hereto. (iv) The patents, copyrights, and trademarks listed on Schedule 4 attached hereto constitute all of the registrations and applications for the patents, copyrights and trademarks owned by HoldCo. (v) The deposit accounts and investment accounts listed on Schedule 5 attached hereto constitute all of the deposit accounts and investment accounts owned by HoldCo. (vi) Schedule 6 attached hereto sets forth a complete and accurate list of (i) any Pledged Equity owned by HoldCo that is required to be pledged and delivered to the Administrative Agent pursuant to the Security Agreement and (ii) any Instruments, Documents and Tangible Chattel Paper constituting Collateral owned by HoldCo that are required to be pledged and delivered to the Administrative Agent pursuant to Section 4(a)(i) of the Security Agreement. (c) The address of HoldCo for purposes of all notices and other communications is the same address for all Loan Parties as provided on Schedule 11.02 to the Credit AgreementDebt Conversion Letter. (d) HoldCo hereby waives acceptance Neither the Agent or any other Lender shall be responsible to any Additional Lender for the execution, effectiveness, accuracy, completeness, legal effect, genuineness, validity, enforceability, collectibility or sufficiency of any of the Loan Documents or for any representations, warranties, recitals or statements made therein or in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents made or furnished or made available by the Administrative Agent or any other Lender to any Additional Lender or by or on behalf of the Borrower to the Agent, any Lender or any Additional Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of the Borrower or any other Person liable for the payment of any Loans or payment of amounts owed in connection with other extensions of credit under the Financing Agreement or the value of the Collateral or any other matter. Neither the Agent or any other Lender shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or other extensions of credit under the Financing Agreement or as to the existence or possible existence of any Event of Default or Default. (e) Each Additional Lender represents and warrants to the other party to this Agreement that it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement in accordance with the provisions of this Agreement, that this Agreement has been duly authorized, executed and delivered by such Additional Lender and that this Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, moratorium or other similar laws affecting creditors' rights generally and by general equitable principles. (f) The Agent and the other Lenders make no representation or warranty and assume no responsibility with respect to the operations, condition (financial or otherwise), business, assets or prospects of the guaranty Borrower or the performance or observance by HoldCo the Borrower of any of its obligations under Article X the Financing Agreement or any other Loan Document. (g) Each Additional Lender appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. (h) Each Additional Lender agrees that it will perform in accordance with their terms all of the Credit obligations which by the terms of the Financing Agreement upon and the execution other Loan Documents are required to be performed by it as a Lender. (i) Each Additional Lender specifies as its address for notices the office set forth beneath its name on the signature pages hereof. (j) As of this the Amendment Effective Date, each Additional Lender shall have the rights and obligations under the Financing Agreement by HoldCoand the other Loan Documents of a "Lender" thereunder and shall become and be deemed a party thereto and a "Lender" thereunder with a Commitment in the amount of its respective Commitment Increase and a Loan in the amount of its respective Additional Loan for all purposes and shall enjoy all rights and assume all obligations on the part of the Lenders set forth in the Financing Agreement.