Common use of Keepwell Clause in Contracts

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.08 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements(x) contingent indemnification or reimbursement obligations for which no claim has been asserted, Cash Management Obligations (y) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or contingent indemnification obligations not then dueHedge Bank shall have been made and (z) are paid Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made or that have been Cash Collateralized in full or the release of such Guarantor in accordance with Section 25 amount of the GuaranteeMinimum Collateral Amount) have been paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 4.08 to constitute, and this Section 9.18 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Agreement Party that is a Qualified ECP Guarantor (as defined below) at the time the Guarantee Credit Agreement Party Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee this Credit Agreement Party Guaranty and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 14.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 14.11 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Agreement Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. A Specified Credit Party means any Credit Agreement Party that is not “an eligible contract participant” under the Commodity Exchange Act (determined after giving effect to this Section 14.11).

Keepwell. Each Credit Loan Party that is party hereto and is a Qualified ECP Guarantor at the time the any Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party (or, in the case of the Company as such Loan Party that is party hereto and is a Qualified ECP Guarantor, at the time any Guarantee by any Specified Loan Party or Specified Foreign Loan Party, ) becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party (or, in the case of the Company as Qualified ECP Guarantor, to each Specified Loan Party and to each Specified Foreign Loan Party) with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party or Specified Foreign Loan Party, as applicable, from time to time to honor all of its obligations under its Guarantee Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party or Specified Foreign Loan Party, as applicable, for all purposes of the Commodity Exchange Act. For the avoidance of doubt, (a) no Foreign Obligor or Excluded Subsidiary shall be a Qualified ECP Guarantor, and (b) only the Company (and no other Loan Party) shall be a Qualified ECP Guarantor on behalf of any Specified Foreign Loan Party.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, this Guaranty by any Specified Credit Party, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 22 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 22 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 22 to constitute, and this Section 9.18 22 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 22, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Guaranty or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations and all Letters the obligations of Credit have terminated (unless such Letters of Credit the Guarantors shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its payment obligations under its Guarantee the Guaranty and the other Credit Documents Security Agreement in respect of such Swap Obligation Obligations under any Secured Rate Contract (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 9.26 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 9.26, or otherwise under the Guarantee Guaranty and Security Agreement, voidable under applicable law Requirements of Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 9.26 shall remain in full force and effect until the Total Commitment and all Letters guarantees in respect of Credit have terminated (unless such Letters of Credit Swap Obligations under each Secured Rate Contract have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawingsdischarged, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full otherwise released or the release of such Guarantor terminated in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 9.26 constitute, and this Section 9.18 9.26 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (i) Section 11.1 of the Credit Agreement is hereby amended by deleting the definitions of “Aggregate Revolving Loan Commitment,” “Applicable Margin,” “Fixed Charge Coverage Ratio,” “Indebtedness,” “Other Permitted Add-backs,” “Required Lenders,” and “Revolving Loan Conversion Date” in their entirety and substituting the following defined terms therefor:

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Specified Loan Party to honor all of its such Specified Loan Party’s obligations under its Guarantee this Agreement and the other Credit Loan Documents and under any agreement relating to Hedging Obligations or Treasury Management Obligations in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 24 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 24 or the Guarantee otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 24 shall remain in full force and effect until the Total Commitment Obligations have been indefeasibly satisfied and performed in full and all Letters of the Commitments under the Credit have terminated (unless such Letters of Credit Agreement have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeterminated. Each Qualified ECP Guarantor intends that this Section 9.18 to 24 constitute, and this Section 9.18 24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section 24, “Qualified ECP Guarantor” means in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Without limiting anything in this Article 10, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to each Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act at the time the guarantee under this Article 10 becomes effective with respect to any Swap Obligation, to honor all of its obligations the Obligations of such Guarantor under its Guarantee and the other Credit Documents this Article 10 in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings its undertaking under this Section 9.18 10.11, or the Guarantee otherwise under this Article 10, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor under this Section 9.18 shall 10.11shall remain in full force and effect until termination of the Total Commitment Commitments and payment in full of all Loans and other Credit Party Obligations (other than (i) contingent indemnification obligations to the extent no claim giving rise thereto has been asserted, (ii) Bank Product Debt that, at the time of determination, are allowed by the Person to whom such Bank Product Debt are owing to remain outstanding or are not required to be repaid or cash collateralized pursuant to the provisions of any document governing such Bank Product Debt, and (iii) the Letters of Credit have terminated (unless so long as such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and cancelled or returned to the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full Issuing Lender or the release Issuing Lender has received Cash Collateral (or other collateral satisfactory to the Issuing Lender) with respect to such Letters of such Guarantor in accordance with Section 25 of the GuaranteeCredit). Each Qualified ECP Guarantor intends that this Section 9.18 to 10.11 constitute, and this Section 9.18 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party for all purposes of Guarantor that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article V by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article V voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations (x) contingent indemnification obligations as to which no claim has been asserted and (y) obligations and liabilities under Secured Hedging Agreements, Cash Management Obligations under Secured Specified Cash Management Agreements and Specified Hedge Agreements that are not yet due and payable and do not become due and payable upon or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 as a result of the Guaranteerepayment of the other Obligations) have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party that would otherwise not constitute an Eligible Contract Participant for any Swap Obligation for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party and each Limited Guarantor, as the case may be, to honor all of its obligations under its Guarantee and this Agreement or the other Credit Documents Limited Recourse Guaranty of such Limited Guarantor in respect of such Swap Obligation Obligations (butprovided, in each casehowever, that any Qualified ECP Guarantor shall only up to be liable under this Section 4.16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 4.16, or the Guarantee otherwise under this Agreement, as it relates to such other Loan Party or such Limited Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.16 shall remain in full force and effect until the Total Commitment and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteethis Agreement pursuant to its terms. Each Qualified ECP Guarantor intends that this Section 9.18 to 4.16 constitute, and this Section 9.18 4.16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party and each Limited Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GUARANTORS: BEACON HOLDING INC. By: Name: Title: GUARANTORS: BJME OPERATING CORP., as Guarantor By: Name: Title: BJNH OPERATING CO., LLC, as Guarantor By: Name: Title: NATICK REALTY, INC., as Guarantor By: Name: Title: ADMINISTRATIVE AGENT: NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent By: Name: Title: BEACON HOLDING INC. BJME OPERATING CORP. BJNH OPERATING CO., LLC NATICK REALTY, INC. SUPPLEMENT NO. dated as of , 20 , to the Term Loan Guaranty Agreement dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”), among BEACON HOLDING INC., a Delaware corporation (“Holdings”), the other Guarantors party thereto from time to time and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent for the Secured Parties. A. Reference is made to the First Lien Term Loan Credit Agreement, dated as of February 3, 2017 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “First Lien Credit Agreement”), by, among others, the Borrower, Holdings, the Lenders party thereto from time to time, and NOMURA CORPORATE FUNDING AMERICAS, LLC, as Administrative Agent and Collateral Agent for the Lenders. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Credit Agreement and the Guaranty, as applicable. C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Term Loans to the Borrower.

Keepwell. (a) Each Credit Party U.S. Obligor that is not a Specified Non-U.S. Obligor and each Non-U.S. Obligor that is not a Specified Non-U.S. Obligor, in each case, that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article XI by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). . (b) Each Non-U.S. Obligor that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Non-U.S. Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Non-U.S. Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Non-U.S. Loan Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Non-U.S. Loan Party with respect to such Swap Obligation as may be needed by such Specified Non-U.S. Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief Laws, and not for any greater amount). (c) The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Guarantee Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s Holdings’ obligations and undertakings under this Section 9.18 or the Guarantee 14.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 9.18 14.11 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Holdings intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee the Subsidiary Guaranty Agreement and the other Credit Loan Documents in respect of such Swap Obligation Hedging Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or otherwise under the Guarantee Subsidiary Guaranty Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations (as defined in the Subsidiary Guaranty Agreement) and all Letters the obligations of Credit have terminated (unless such Letters of Credit the Subsidiary Guarantors shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeRevolving Credit Commitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedging Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Hedging Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article VII voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 7.11 shall remain in full force and effect until the Total Commitment Obligations have been paid and performed in full, the Revolving Commitments shall have terminated and all Letters of Credit shall have terminated (unless such Letters of Credit have expired or been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements cancelled or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor cash collateralized in accordance with Section 25 the terms of the Guaranteethis Agreement. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 7.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” (cc) Section 8.01(d) of the Credit Agreement is hereby amended by adding immediately after the phrase “contained in Section”, the following: “3.22(d),” (dd) Section 8.02 of the Credit Agreement is hereby amended by adding the following sentence to the end thereof: “Notwithstanding the foregoing, no payment from any Guarantor shall be used to pay Excluded Swap Obligations of such Guarantor.” (ee) Section 9.09 of the Credit Agreement is hereby amended by adding the following new paragraph to the end thereof: “Each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Borrower and its Affiliates, on the one hand, and the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank and the Lenders, on the other hand, and Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof), (ii) in connection with the process leading to such transaction, each of the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary for Borrower or any of its Affiliates, stockholders, creditors or employees or any other Person and (iii) none of the Agents, the Arranger, the Syndication Agent, the Swingline Lender, the Issuing Bank or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of Borrower with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Arranger or any Lender has advised or is currently advising Borrower or any of its Affiliates on other matters).” (ff) Section 10.02(b) of the Credit Agreement is hereby amended by (A) removing the “or” at the end of clause (xv) of such Section 10.02(b), (B) replacing the period at the end of clause (xvi) thereof with “;” and (C) adding, immediately following clause (xvi), new clauses (xvii) and (xviii) thereto, which shall state: “(xvii) extend any Delayed Draw Term Loan Commitment beyond the last day of the Delayed Draw Commitment Period, without the written consent of each Delayed Draw Term Loan Lender; or (xviii) expressly change or waive any condition precedent in Section 4.03 to any Borrowing of Delayed Draw Term Loans, without the written consent of each Delayed Draw Term Loan Lender;” (gg) Section 10.04 of the Credit Agreement is hereby amended by: (i) in clause (d) thereof, adding the following sentence to the end thereof: “No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.”; and (ii) adding the following new clause after clause (g) thereof: “

Keepwell. Each Credit Party that If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Guarantee Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s Holdings’ obligations and undertakings under this Section 9.18 or the Guarantee 14.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 9.18 14.11 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Holdings intends this Section 9.18 14.11 to constitute, and this Section 9.18 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a The Borrower shall, and shall cause each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit DocumentsGuarantor, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such any Secured Swap Obligation Agreement (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 12.18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12.18, or the Guarantee otherwise under any Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 12.18 shall remain in full force and effect until the Total Commitment occurrence of each of the following: (a) the Indebtedness (other than (i) indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim and (ii) obligations arising under a Secured Swap Agreement not yet due and payable) are irrevocably and indefeasibly paid in full in cash (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under this Agreement, (b) no Letter of Credit shall be outstanding (other than Letters of Credit have terminated (unless such Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereofmade), (c) this Agreement and the Loans Commitments are terminated and Unpaid Drawings(d) all Swap Agreements secured hereby are either novated, together with interest, fees terminated and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of Borrower or Guarantor party thereto has collateralized its obligations under such Guarantor in accordance with Section 25 Swap Agreement to the satisfaction of the Guaranteecounterparty to such Swap Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute12.18 constitutes, and this Section 9.18 12.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of the Borrower and each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.Act.105

Keepwell. Each Credit Guaranteed Party that is a Qualified ECP Guarantor (as defined below) at the time the Guarantee Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 27 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 27 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 27 to constitute, and this Section 9.18 27 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. A “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. (a) Each Credit U.S. Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Credit Party, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Secured Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor U.S. Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. (b) Each Foreign Obligor that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party that is a Foreign Subsidiary becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each such Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article IX voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Foreign Subsidiary Secured Obligations have been indefeasibly paid and performed in full. Each Foreign Obligor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party that is a Foreign Subsidiary for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time this Guaranty by any Loan Party that is not then an “eligible contract participant” under the Guarantee Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of the Commodity Exchange Act.. As used in this section, “Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II)

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor (as defined below) at the time the Guarantee Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article 27 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. “Qualified ECP Guarantor” shall mean, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 19 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 19, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters Payment in Full of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 19 constitute, and this Section 9.18 19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. By: Name: Title: SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Guaranty Agreement”), executed by Berry Petroleum Company, LLC and Berry Petroleum Corporation, (the “Guarantors”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of July 31, 2017 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Berry Petroleum Company, LLC, a Delaware limited liability company (the “Borrower”), Berry Petroleum Corporation, a Delaware corporation, the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, and Wells Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Affiliates of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Affilaite of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof). Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 19 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 19, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters Payment in Full of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 19 constitute, and this Section 9.18 19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer and Secretary By: Name: Xxxxxx X. Xxxxx Title: Chief Financial Officer and Secretary SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of June 19, 2015 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), executed by [ ] and [ ], (the “Guarantors”) and Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of June 19, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Jagged Peak Energy LC, a Delaware limited liability company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), the Administrative Agent, Xxxxx Fargo Bank, National Association, as the issuing lender (the “Issuing Lender”). B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement or the Credit Agreement, as applicable. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lender to issue Letters of Credit. Section 17 of the Guaranty Agreement provides that additional Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lender to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 17 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it by all requisite corporate, limited liability company or partnership action and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect. SECTION 5. This Supplement shall be deemed a contract under, and shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York). The New Guarantor hereby agrees that service of copies of the summons and complaint and any other process which may be served in any such action or proceeding may be made by mailing or delivering a copy of such process to the New Guarantor at the address set forth on the signature page to this Supplement. Nothing in this Section shall affect the rights of any Lender to serve legal process in any other manner permitted by the law or affect the right of any Lender to bring any action or proceeding against the New Guarantor or its Property in the courts of any other jurisdiction. SECTION 6. The parties hereto hereby agree that any suit or proceeding arising in respect of this Supplement, or any of the matters contemplated hereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the City and County of New York, and the parties hereto hereby agree to submit to the exclusive jurisdiction of, and venue in, such court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Supplement in any court referred to in this Section 6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirement, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such court. SECTION 7. THE NEW GUARANTOR HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. SECTION 8. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. SECTION 9. All communications and notices hereunder shall be in writing and given as provided in Section 10 of the Guaranty Agreement.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Loan Party at the time the Guarantee guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of the a security interest under the Credit Documents, in each case, by any Specified Credit Partyto secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorLoan Party’s obligations and undertakings under this Section 9.18 or the Guarantee Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 9.18 22 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteePayment In Full. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 22 to constitute, and this Section 9.18 22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof, “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation (butObligations; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 16 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 16, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 16 shall remain in full force and effect until the Total Commitment Guaranteed Obligations are paid in full (other than contingent, unasserted indemnification obligations and obligations and liabilities under Treasury Services Agreements and Swap Contracts not due and payable), the expiration or termination of all Letters of Credit have terminated (unless such other than Letters of Credit have been that are Cash Collateralized on terms or back-stopped by a letter of credit in form, amount and conditions set forth in Section 3.8 hereofsubstance reasonably satisfactory to the applicable L/C Issuer) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release termination of such Guarantor in accordance with Section 25 of the GuaranteeCommitments. Each Qualified ECP Guarantor intends that this Section 9.18 to 16 constitute, and this Section 9.18 16 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Guaranty, a Guarantor shall qualify as a “Qualified ECP Guarantor” with respect to any Swap Obligation, if it has total assets exceeding $10,000,000 at the time its guarantee thereof becomes effective with respect to such Swap Obligation or if such Guarantor otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that If Guarantor is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit DocumentsGuarantor, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, it absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by Borrower to honor all of its obligations under its Guarantee and the other Credit Documents Agreement in respect of such Swap Obligation Hedging Obligations (butprovided, in each casehowever, that Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section, or otherwise under this Guaranty, to be avoidable or unenforceable against Guarantor in such proceeding as a result of applicable Legal Requirements, including, without limitation, (A) Section 9.18 548 of the Bankruptcy Code of the United States and (B) any state fraudulent transfer or the Guarantee voidable under applicable law relating to fraudulent conveyance act or fraudulent transferstatute applied in such proceeding, whether by virtue of Section 544 of the Bankruptcy Code of the United States or otherwise, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters later of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereofi) and the Loans and Unpaid Drawings, together with interest, fees and all other Guaranteed Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations and other contingent obligations not then dueyet accrued and payable) are shall have been paid, performed and completed in full, and (ii) the Loan, Hedging Obligations and all interests, fees, and other amounts due from the Borrower under the Loan Documents and the Master Agreement or other documentation in connection with such Hedging Transactions have been paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee(other than contingent indemnification obligations and other contingent obligations not yet accrued and payable). Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party of Borrower for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, (i) “Commodity Exchange Act” means 7 U.S.C. §1 et seq., as amended from time to time, and any successor statute and (ii) “Qualified ECP Guarantor” means, at any time, the Guarantor, with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and that can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Contributing Party hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and this Guaranty or the other Credit Loan Documents in respect of such Swap Obligation the Hedge Obligations (butprovided, in however, that each case, Qualified ECP Contributing Party shall only up to be liable under this Section 30 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 30, or otherwise under the Guaranty or the Guarantee other Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Contributing Party under this Section 9.18 30 shall remain in full force and effect until a discharge of the Total Commitment and all Letters obligations of Credit have terminated (unless Guarantor under this Guaranty if such Letters Qualified ECP Contributing Party is Guarantor, of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations Loan Parties (other than Hedging Obligations Borrower and Guarantor) under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) the Loan Documents to which they are paid in full or the release a party if such Qualified ECP Contributing Party is one of such Guarantor in accordance with Section 25 other Loan Parties, or of Borrower under the GuaranteeTerm Loan Agreement and the other Loan Documents and the Hedge Documents if such Qualified ECP Contributing Party is the Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 9.18 to 30 constitute, and this Section 9.18 30 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” agreement for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of Section 30 of this Guaranty, the term “Qualified ECP Contributing Party” means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Subject to the limitations set forth in Section 1.10, each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the a security interest under the Credit Documents, in each either case, by any Specified Credit Party, Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4.08, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.08 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms paid in full and conditions the commitments relating thereto have expired or terminated. Subject to the limitations set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings1.10, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee. Each Qualified ECP Guarantor each Credit Party intends this Section 9.18 4.08 to constitute, and this Section 9.18 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act. For the avoidance of doubt, no Foreign Credit Party shall have any obligation under this Section 4.08 to provide funds or other support to any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary and this Section 4.08 shall not constitute a “keepwell, support, or other agreement” by any Foreign Credit Party for the benefit of any Specified Credit Party that is a Domestic Borrower or a Domestic Subsidiary.

Keepwell. Each Credit Party that Loan Party, if it is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby then jointly and severally, absolutelytogether with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under its Guarantee and the this Agreement or any other Credit Documents Loan Document in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 12.25 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12.25, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 9.18 12.25 shall remain in full force and effect until payment in full of the Total Commitment Obligations and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) this Agreement and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeLoan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 9.18 to 12.25 constitute, and this Section 9.18 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the Commodity Exchange Act.CEA . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: Name: Title: FUNKO HOLDINGS LLC By: Name: Title: FUNKO, LLC By: Name: Title: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS ASRS HOLDINGS LLC By: Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By : Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: Name: Title: Lender Revolving Loan Commitment Term Loan A Initial Term Loan Amount as of the Amendment No. 1 Effective Date Amendment No. 3 Effective Date First Amendment Term Loan B Commitment Total PNC Bank, National Association $ 50,000,000.00 80,000,000.00 $ 0— $ 0— $ 50,000,000.0080,000,000.00 Cerberus ASRS Funding LLC $ 0— $ 51,886,068.2249,543,413.58 $ 0— $ 51,886,068.2249,543,413.58 Cerberus AUS Levered HoldingsII LP $ 0— $ 5,099,026.017,642,142.55 $ 0— $ 5,099,026.017,642,142.55 Cerberus AUSFSBA Levered II LPLLC $ 0— $ 2,694,272.093,232,594.04 $ 0— $ 2,694,272.093,232,594.04 Cerberus ICQ Levered LLC $ 0— $ 9,322,984.1010,593,381.71 $ 0— $ 9,322,984.1010,593,381.71 Cerberus KRS Levered LLC $ 0— $ 5,150,466.455,780,306.45 $ 0— $ 5,150,466.455,780,306.45 Cerberus Loan Funding XV L.P. $ 0— $ 7,527,259.8112,208,525.04 $ 0— $ 7,527,259.8112,208,525.04 Cerberus Loan Funding XVI LP $ — $ 10,397,176.04 $ — $ 10,397,176.04 Cerberus Loan Funding XVII, Ltd. $ — $ 7,362,905.68 $ — $ 7,362,905.68 Cerberus N-1 Funding LLC $ 0— $ 17,018,550.4118,469,780.73 $ 0— $ 17,018,550.4118,469,780.73 Cerberus Onshore Levered III LLC $ — $ 7,994,359.75 $ — $ 7,994,359.75 Cerberus PSERS Levered LLC $ 0— $ 22,195,192.5014,742,560.95 $ 0— $ 22,195,192.5014,742,560.95 Cerberus SWC Levered, L.P. LP $ 0— $ 11,560,466.1311,336,244.19 $ 0— $ 11,560,466.1311,336,244.19 Cerberus ICQ Levered Loan Opportunities Fund III, L.P. $ 0— $ 0— $ 9,158,902.435,301,932.79 $ 9,158,902.435,301,932.79 Cerberus NJ Credit KRS Levered Loan Opportunities Fund, L.P. $ 0— $ 0— $ 2,040,800.06776,097.23 $ 2,040,800.06776,097.23 Cerberus ASRS Holdings LLC $ 0 $ 0 $ 6,904,511.10 $ 6,904,511.10 Cerberus ICQ Levered Loan Opportunities Fund III, L.P. $ 0— $ 0— $ 7,193,073.079,060,382.94 $ 7,193,073.079,060,382.94 Cerberus KRS Levered Loan NJ Credit Opportunities Fund, L.P. $ 0— $ 0— $ 836,037.341,886,550.89 $ 836,037.341,886,550.89 Cerberus PSERS Levered Loan Opportunities Fund, L.P. $ 0— $ 0— $ 3,866,676.004,765,255.40 $ 3,866,676.004,765,255.40 Fortress Credit Opportunities III CLO LP $ 0 — $ 10,745,877.29 15,440,476.87 $ 5,000,000.006,361,685.67 $ 15,745,877.2921,802,162.54 Fortress Credit Opportunities V CLO Limited $ 0— $ 9,811,428.5818,446,570.02 $ 9,000,000.002,000,000.00 $ 18,811,428.58 20,446,570.02 Fortress Credit Opportunities VII CLO Limited $ 0— $ 9,811,428.5815,504,756.74 $ 6,000,000.005,000,000.00 $ 15,811,428.58 20,504,756.74 Fortress Credit Opportunities VI CLO Limited $ 0— $ 4,952,408.434,856,353.60 $ 0— $ 4,952,408.434,856,353.60 Fortress Credit FundingFund V LP $ 0— $ 3,924,571.403,848,452.06 $ 0— $ 3,924,571.403,848,452.06 TotalsTotal $ 50,000,000.0080,000,000.00 $ 171,700,000.00217,400,000.00 $ 50,000,00050,000,000.00 $ 271,700,000.00267,400,000.00 1. Security Agreement 2. Trademark Security Agreement

Keepwell. Each Credit Party (a) The Borrower and each Restricted Subsidiary that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Party hereby jointly and severallyseverally guarantees the payment and performance of all Obligations of the Borrower and each Restricted Subsidiary (other than the Borrower or such Restricted Subsidiary, as applicable) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Benefiting Restricted Person in order for such Benefiting Restricted Person to honor all of its obligations under its Guarantee and any Security Document including obligations with respect to Secured Hedging Contracts (provided, however, that the other Credit Documents in respect of such Swap Obligation (but, in each case, Borrower or a Restricted Subsidiary shall only up to be liable under this Section 6.22 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 6.22, or the Guarantee otherwise under this Agreement or any Loan Document, as it relates to such Benefiting Restricted Person, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower and undertakings of each Qualified ECP Guarantor the Restricted Subsidiaries under this Section 9.18 6.22 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or to the release of such Guarantor in accordance with Section 25 Lenders, the Administrative Agent and all Issuers, and all of the GuaranteeLenders’ Commitments are terminated. Each Qualified ECP Guarantor intends The Borrower and the other Restricted Subsidiaries intend that this Section 9.18 to 6.22 constitute, and this Section 9.18 6.22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party Benefiting Restricted Person for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by the Borrower or any Restricted Subsidiary, or secured by the grant of any Lien by the Borrower any Restricted Subsidiary under any Security Instrument, shall exclude all Excluded Obligations in respect of a Hedging Contract with respect to the Borrower or such Restricted Subsidiary.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Guaranteed Obligations (other than Hedging Obligations under Secured Hedging Agreements(1) contingent indemnification obligations, Cash Management Obligations (2) obligations and liabilities under Secured Cash Management Agreements or contingent indemnification Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) and all the obligations not then due) are of the Guarantors under this Guaranty shall have been paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeRevolving Credit Commitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, this Agreement by any Specified Credit Party, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP 122 Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 11.09 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.09 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 11.09 to constitute, and this Section 9.18 11.09 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.. For purposes of this Section 11.09, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act. 123

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its this Guarantee and the other Credit Documents Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 26 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 26, or the otherwise under this Guarantee Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 26 shall remain in full force and effect until payment in full in cash of all the Total Commitment Guaranteed Obligations (other than contingent indemnity obligations that are not due and all payable, any Secured Bank Products Obligations or any obligations under Designated Credit Lines and Letters of Credit have terminated (unless such Letters of Credit that have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) or as to which other arrangements reasonable satisfactory to the Agent and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeapplicable L/C Issuer have been made). Each Qualified ECP Guarantor intends that this Section 9.18 to 26 constitute, and this Section 9.18 26 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the this Agreement or any other Credit Documents Loan Document in respect of such Swap Obligation Obligations; provided, however, that in the event that in any action or proceeding involving any state, federal, provincial, territorial or foreign corporate law, or any state, federal, provincial, territorial or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, the obligations of any Qualified ECP Guarantor under this Section 11.24 shall be held or determined to be void, avoidable, invalid or unenforceable (butincluding because of Section 548 of the Bankruptcy Code or any applicable Insolvency Laws or any applicable state, in each caseprovincial, only up territorial or federal Law relating to fraudulent conveyances or transfers, preferences or transfers at an undervalue), then, notwithstanding any other provision of this Section 11.24 to the maximum contrary, the amount of such liability that can be hereby incurred without rendering of such Qualified ECP Guarantor’s obligations and undertakings Guarantor under this Section 9.18 11.24 shall, without any further action by any Loan Party, the Administrative Agent or any Secured Party, be automatically limited and reduced to the Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, highest amount that is valid and not for any greater amount)enforceable. The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.24 shall remain in full force and effect until the Total Commitment termination of the Commitments and all Letters Dollar Working Capital Facility Uncommitted Tranche Portions and payment in full of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.24 constitute, and this Section 9.18 11.24 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.11 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.11, or the Guarantee otherwise under this Guarantee, voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.11 shall remain in full force and effect until the Total Commitment all Commitments hereunder have terminated, and all Letters Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than Cash Management Obligations and Obligations arising under any Secured Hedge Agreement), and no Letter of Credit have terminated remains outstanding (unless such Letters except any Letter of Credit have the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized on terms and conditions set forth or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeplace). Each Qualified ECP Guarantor intends that this Section 9.18 to 11.11 constitute, and this Section 9.18 11.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. [Signature Pages Follow]

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.08 shall remain in full force and effect until the Total Commitment Obligations (other than (x) contingent indemnification or reimbursement obligations for which no claim has been asserted, (y) obligations and all liabilities under Guaranteed Cash Management Agreements and Guaranteed Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (z) Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have terminated (unless such Letters of Credit been made or that have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 amount of the GuaranteeMinimum Collateral Amount) have been paid and performed in full. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 4.08 to constitute, and this Section 9.18 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor discharged in accordance with Section 25 of the Guarantee13.3. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. CONSOLIDATED-TOMOKA LAND CO., a Florida corporation By Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer BANK OF MONTREAL, AS L/C Issuer and as Administrative Agent By Name: Xxxxxxxxx Xxxx Title: Vice President Bank of Montreal, as a Lender and Swing Line Lender By Name: Xxxxxxxxx Xxxx Title: Vice President BRANCH BANKING AND TRUST COMPANY By Name: Title: XXXXX FARGO BANK, NATIONAL ASSOCIATION By Name: Title: INDIGO DEVELOPMENT LLC, a Florida limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer INDIGO XXXXX LLC, a Florida limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer Golden Arrow First St Sarasota LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its manager By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer LHC15 GLENDALE AZ LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer LHC15 Riverside FL LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole manager By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 Monterey LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 AUSTIN LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole manager By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 CHARLOTTESVILLE LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole manager By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 HUNTERSVILLE LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole manager By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 OSI LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole manager By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 OLIVE TX LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 RALEIGH LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 Xxxxxxxx LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its sole member By: Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer IG116 Xxxxxxxx LLC, a Delaware limited liability company By: Indigo Group, Inc., a Florida corporation, its sole manager By: Name: Xxxx X. Xxxxxx Title: Vice President CTO17 SARASOTA LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co., a Florida corporation, its manager By Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO17 SAUGUS LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co. a Florida corporation, its sole manager By Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO17 WESTCLIFF TX LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co. a Florida corporation, its sole member By Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CTO16 RENO LLC, a Delaware limited liability company By: Consolidated-Tomoka Land Co. a Florida corporation, its manager By Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer [Name of Lender] [Address] Attention: Reference is made to the Second Amended and Restated Credit Agreement, dated as of September 7, 2017, among Consolidated-Tomoka Land Co., the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of Montreal, as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrower of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.] Very truly yours, BANK OF MONTREAL, as L/C Issuer By Name Title To: Bank of Montreal, as Administrative Agent for the Lenders from time to time parties to the Second Amended and Restated Credit Agreement dated as of September 7, 2017 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”), among Consolidated-Tomoka Land Co., certain Guarantors which are signatories thereto, certain Lenders which are from time to time parties thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, Consolidated-Tomoka Land Co. (the “Borrower”), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing specified below: 1. The Business Day of the proposed Borrowing is ___________, ____. 2. The aggregate amount of the proposed Borrowing is $______________. 3. The Borrowing is being advanced under the Revolving Credit. 4. The Borrowing is to be comprised of $___________ of [Base Rate] [Eurodollar] Loans.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Loan Guaranty or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Credit Party, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IX voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 9.11 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Secured Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 9.11 to constitute, and this Section 9.18 9.11 shall be deemed to constitute, a guarantee of the obligations of, and a DOCPROPERTY DOCXDOCID DMS=HummingbirdDM5 Format=<<LIB>>\<<NUM>>v<<VER>> \* MERGEFORMAT CHAR1\1809416v7 “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at The Borrower, so long as the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, Guaranty by any Specified Credit Party, becomes Loan Party remains effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee the Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorthe Borrower’s obligations and undertakings under this Section 9.18 or the Guarantee 6.13 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 9.18 6.13 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor The Borrower intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.” (d) Section 7.03 of the Credit Agreement is hereby amended by (i) replacing the phrase “Restatement Effective Date” as it appears in the proviso to Section 7.03(a) with the phrase “Amendment Effective Date”. (ii) replacing Section 7.03(b)(iii) in its entirety with the following: (iii) (A) to repay or prepay outstanding Loans hereunder, provided that the Borrower shall also effect a permanent reduction in the Commitments in an amount equal to the aggregate principal amount so repaid or prepaid with such Net Available Cash, or (B) to repay, prepay, purchase, repurchase, redeem or otherwise acquire any of the New Senior Secured Notes or the Borrower’s 5.750% Notes due September 1, 2017, or (so long as, on a pro forma basis, the Priority Leverage Ratio would be no greater than 2.75 to 1.00) any other of the Existing Unsecured Notes.”

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Guaranty or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 7 hereof, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Secured Obligations and all the obligations of the Guarantors (excluding contingent obligations (other than any such obligations in respect of a Letter of Credit) as to which no claim has been made) shall have been paid in full in cash and the Commitments and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeterminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Guarantee guarantee or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Agreement and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 4.15 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.15 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than (w) Hedging Obligations under in respect of any Secured Hedging Hedge Agreements, (x) Cash Management Obligations under in respect of any Secured Cash Management Agreements or Agreements, (y) Ancillary Facility Obligations in respect of any Ancillary Facility Documents and (z) contingent indemnification obligations not then dueand other contingent obligations) are have been indefeasibly paid and performed in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 4.15 to constitute, and this Section 9.18 4.15 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Subsidiary Guaranty, or the grant of the security interest under the Credit Documents, in each caseany Loan Document, by any Specified Credit such Loan Party, becomes effective with respect to any Swap ObligationSecured Hedge Agreement, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit each other Loan Party from time to time to honor all of its obligations under its Guarantee Subsidiary Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Secured Hedge Agreement (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee Guaranty of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Secured Party for all purposes of the Commodity Exchange Act. (l) Section 7.03 of the Credit Agreement is hereby amended by (i) deleting the phrase “referred to in clauses (c) or (d)” where it appears in clause (g) thereof in its entirety and inserting the phrase “referred to in clauses (c), (d) or (m)” in lieu thereof, (ii) deleting the word “and” at the end of clause (k) thereof, (iii) inserting the word “and” directly at the end of clause (l) thereof and (iv) inserting a new clause (m) immediately following clause (l) thereof reading in its entirety as follows: (m) the Senior Notes.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.07 or the Guarantee otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 2.07 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid payment in full or in cash of all the release of such Guarantor in accordance with Section 25 of the GuaranteeSecured Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.07 constitute, and this Section 9.18 2.07 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act.” (c) Section 3.01 of the Guarantee and Collateral Agreement is hereby amended by amending and restating the proviso to clause (a) thereof as follows: “; provided, however, that, notwithstanding anything contained herein to the contrary, the Pledged Stock shall not include more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (x) any Foreign Subsidiary, (y) any Domestic Subsidiary treated as a disregarded entity for U.S. federal income tax purposes (any such Domestic Subsidiary, a “DRE”) that holds 65% or more of the Capital Stock of (A) a Foreign Subsidiary, (B) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (C) any Domestic Subsidiary described in clause (z), or (z) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of one or more (A) Foreign Subsidiaries and/or (B) other Domestic Subsidiaries described in this clause (z);” (d) Section 3.03(a) of the Guarantee and Collateral Agreement is hereby amended by amending and restating the proviso thereto in its entirety as follows: “; provided, however, that, notwithstanding anything contained herein to the contrary, no more than 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treasury Regulation § 1.956-2(c)) of (i) any Foreign Subsidiary, (ii) any DRE that holds 65% or more of the Capital Stock of (x) a Foreign Subsidiary, (y) another DRE that holds 65% or more of the Capital Stock of a Foreign Subsidiary and/or (z) any Domestic Subsidiary described in clause (iii), or (iii) any Domestic Subsidiary all or substantially all the assets of which consist of Equity Interests of one or more (x) Foreign Subsidiaries and/or (y) other Domestic Subsidiaries described in this clause (iii) is required to be listed;” (e) Section 4.04(b) of the Guarantee and Collateral Agreement is hereby amended by replacing “$1,000,000” and “$10,000,000” therein with “$5,000,000” and “$15,000,000”, respectively. (f) Schedule II of the Guarantee and Collateral Agreement is hereby amended by replacing “100%” in the column titled “% of Equity Interest Pledged” therein with “65%” with respect to each of Xxxxxxxxx Holdings LLC and Bridport Holdings, Inc., as issuer.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee under the Guarantee and Collateral Agreement is entered into by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or at the grant of the time any such Specified Loan Party grants a security interest under the Credit Loan Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee and Collateral Agreement voidable under the Bankruptcy Code of the United States (or similar debtor relief laws of the United States or other applicable law relating to fraudulent conveyance or fraudulent transferjurisdictions), and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 9.18 shall remain in full force and effect until such time as the Total Commitment Obligations (other than (a) contingent indemnification obligations for which no claims have been made, and (b) the Designated Obligations) have been paid in full, the Commitments have expired or terminated and all Letters of Credit and FCIs shall have expired (without any pending drawing) or terminated (unless such Letters or been fully cash collateralized or otherwise supported in a manner consistent with the terms of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof2.5(j) and the Loans and Unpaid Drawingsor Section 2.6(m)(iv), together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeas applicable). Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. (a) Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.08 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.08, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect with respect to such Qualified ECP Guarantor until the Total Commitment and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth this Agreement in accordance with Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full 4.13 or the release of such Guarantor in accordance with Section 25 9.11 of the GuaranteeCredit Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.08 constitute, and this Section 9.18 2.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. (b) Notwithstanding anything to the contrary contained in this Agreement or any provision of any other Loan Document, the Obligations guaranteed hereunder by any Guarantor shall not include obligations in respect of any Excluded Swap Obligation with respect to that Guarantor. The liability of a Guarantor for any amount payable under the netting provisions of Section 6(e) of an ISDA Master Agreement with respect to any “Terminated Transactions” under and as defined therein shall exclude amounts attributable to Excluded Swap Obligations with respect to such Guarantor.”

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (o) Section 8.01(a) of the Credit Agreement is hereby amended by deleting the words “; provided that any Debt under Section 2.01(b) shall be incurred under clause (i) below”. (p) Section 8.01(i) of the Credit Agreement is hereby amended by replacing it with the following: “(x) Debt under Secured Hedge Agreements or Secured Cash Management Agreements in an aggregate amount not to exceed $100,000,000 at any time or (y) Debt (secured or unsecured) at Subsidiaries that are not Guarantors, so long as all Debt outstanding pursuant to this clause (i) shall not exceed $400,000,000 in the aggregate at any time”. (q) Section 8.06(u) of the Credit Agreement is hereby amended by deleting the words “so long as if such Debt is not under the Loan Documents or a Secured Cash Management Agreement or a Secured Hedge Agreement such Liens are subject to an Intercreditor Agreement reasonably satisfactory to the Administrative Agent”. (r) Section 9.03(a) of the Credit Agreement is hereby amended by adding the following to the end thereof: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section. (s) Section 11.07 of the Credit Agreement is hereby amended by deleting the words “2.01(b) or” in clause (f)(i) thereof. (t) Section 11.17 of the Credit Agreement is hereby amended by replacing it with the following:

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Borrower Party to honor all of its obligations under its Guarantee this Agreement and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Bankruptcy Laws and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Agreement Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized), and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified Credit other Borrower Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Borrower Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of any guarantee of or obligation of such other Guarantor to pay or perform under any Secured Hedge Agreement that constitutes a Swap Obligation (butObligation; provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 13, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 13 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees Guaranteed Obligations and all other Obligations amounts payable under this Guaranty shall have been paid in full in cash (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations contingent indemnification or other contingent obligations and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements, in each case, as to which no claim has been asserted), the expiration or contingent indemnification obligations not then duetermination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized) are paid in full and the expiration or the release of such Guarantor in accordance with Section 25 termination of the GuaranteeAggregate Commitments. Each Qualified ECP Guarantor intends that this Section 9.18 to 13 constitute, and this Section 9.18 13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of the Commodity Exchange Act.Section 1a(18)(A)(v)(II)

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee this Agreement or the grant of the security interest under the Credit Documentshereunder, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Agreement and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, other than to the extent that such Loan Party is a primary obligor with respect to such Swap Obligation and only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 2 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 2.8 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms and conditions set forth paid in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations full (other than Hedging Obligations under Secured Hedging AgreementsBorrower Hedge Agreement Obligations, Borrower Cash Management Obligations under Secured Cash Management Agreements and contingent or contingent indemnification obligations not then due) are paid ), but shall be subject to reinstatement on the same terms as those set forth in full or the release of such Guarantor in accordance with Section 25 of the Guarantee2.6. Each Qualified ECP Guarantor intends this Section 9.18 2.8 to constitute, and this Section 9.18 2.8 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents Guaranteed Obligations in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.08 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.08, or otherwise in respect of the Guarantee Guaranteed Obligations, as it relates to such other Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 a discharge of the GuaranteeGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.08 constitute, and this Section 9.18 10.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Each Guarantor has caused this Agreement to be duly executed as of the date first above written. a Maryland real estate investment trust By: Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer _______________________ [Name of Entity], a [limited partnership/corporation] (the “Company”), hereby agrees with (i) Citibank, N.A., as the Administrative Agent (the “Administrative Agent”) under the Senior Unsecured Term Loan Agreement dated as of November 5, 2015 as the same may be amended or modified from time to time (the “Term Loan Agreement”) among LaSalle Hotel Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), LaSalle Hotel Properties, a Maryland real estate investment trust (the “Parent”), the Guarantors party thereto, the Banks (as defined in the Term Loan Agreement), the Administrative Agent and the other parties from time to time party thereto; (ii) the parties to the Environmental Indemnity and Agreement (the “Environmental Indemnity”) dated as of November 5, 2015 executed in connection with the Term Loan Agreement, (iii) the parties to the Guaranty and Contribution Agreement (the “Guaranty”) dated as of November 5, 2015 executed in connection with the Term Loan Agreement, as follows: The Company hereby agrees and confirms that, as of the date hereof, it (a) intends to be a party to the Environmental Indemnity, the Guaranty and the Term Loan Agreement and undertakes to perform all the obligations expressed therein, respectively, of an Indemnitor and a Guarantor (as defined in the Environmental Indemnity and the Guaranty, respectively), (b) agrees to be bound by all of the provisions of the Environmental Indemnity, the Guaranty and the Term Loan Agreement as if it had been an original party to such agreements, (c) confirms that the representations and warranties set forth in the Environmental Indemnity, the Guaranty and the Term Loan Agreement, respectively, with respect to the Company, a party thereto, are true and correct in all material respects as of the date of this Accession Agreement and (d) has received and reviewed copies of each of the Environmental Indemnity, the Guaranty and the Term Loan Agreement. For purposes of notices under the Environmental Indemnity, the Guaranty and the Term Loan Agreement the address for the Company is as follows: Attention: Telephone: Telecopy: This Accession Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its this Guarantee and the other Credit Documents in respect of such a Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.13 or the Guarantee otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Except as otherwise provided herein, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 10.13 shall remain in full force and effect until the Total Commitment and termination of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeSwap Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 10.13 constitute, and this Section 9.18 10.13 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.” 3. Waiver and Consent with respect to XX Xxxx Acquisition. The Borrowers have advised the Administrative Agent that the Borrowers intend to acquire certain assets (including, without limitation, Inventory and Intellectual Property) of the XX Xxxx division of PVH Corp. from PVH Retail Stores LLC and PVH Corp. (the “XX Xxxx Acquisition”). By their execution of this Amendment (subject to the satisfaction of the conditions set forth in Section 5 of this Amendment, and in reliance on the representations and warranties set forth in Section 4 of this Amendment), the Administrative Agent and the Lenders hereby consent to the XX Xxxx Acquisition and agree that the XX Xxxx Acquisition shall be deemed to be a “Permitted Acquisition”. The Administrative Agent and the Lenders hereby further agree that, notwithstanding any provision to the contrary set forth in the definition of “Permitted Acquisitions,” Inventory acquired by the Borrowers in connection with the XX Xxxx Acquisition which would otherwise constitute Eligible Inventory may, for a period of one hundred twenty (120) days after the consummation of the XX Xxxx Acquisition, be included in the Borrowing Base at an advance rate of up to 50% of the cost of such Inventory (or such lower advance rate as the Administrative Agent shall apply in its Permitted Discretion) without an Inventory appraisal or a field examination; provided that, unless otherwise agreed by the Administrative Agent in its Permitted Discretion, such Inventory will cease to be included in the Borrowing Base from and after the one hundred twentieth (120th) day after the consummation of the XX Xxxx Acquisition if the Administrative Agent shall not have received an Inventory appraisal, a field examination and other due diligence acceptable to the Administrative Agent on or prior to such date).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Credit Documents, in each case, by any Commodity Exchange Act (a “Specified Credit Loan Party, ”) becomes effective with respect to any Obligation under any Swap ObligationContract, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under any applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms irrevocably paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Credit Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party that would otherwise not constitute an Eligible Contract Participant for any Obligation under any Swap Contract for all purposes of the Commodity Exchange Act.. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. BORROWERS: VENTAS REALTY, LIMITED PARTNERSHIP By: Ventas, Inc., its General Partner By: /s/ T. Xxxxxxx Xxxxx Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Administrative Officer and General Counsel VENTAS SSL ONTARIO II, INC. VENTAS SSL ONTARIO III, INC. By: /s/ T. Xxxxxxx Xxxxx Name: T. Xxxxxxx Xxxxx Title: Executive Vice President and Associate Secretary GUARANTOR: VENTAS, INC. By: /s/ T. Xxxxxxx Xxxxx Name: T. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Administrative Officer and General Counsel BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Alternative Currency Fronting Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President BANK OF AMERICA, N.A. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President JPMORGAN CHASE BANK, N.A. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Executive Director BARCLAYS BANK PLC, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President CITIBANK, N.A. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President ROYAL BANK OF CANADA By: /s/ Xxx XxXxxx Name: Xxx XxXxxx Title: Authorized Signatory TD BANK, N.A. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President TORONTO DOMINION (NEW YORK) LLC, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory UBS AG, STAMFORD BRANCH By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director By: /s/ Xxxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxxxx Title: Associate Director THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. By: /s/ Xxxxx X’Xxxxxxx Name: Xxxxx X’Xxxxxxx Title: Director COMPASS BANK By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK USA By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory XXXXXX XXXXXXX SENIOR FUNDING, INC. By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Director RBS CITIZENS, N.A. By: /s/ Xxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxxx Title: Vice President BRANCH BANKING & TRUST COMPANY By: /s/ Ahaz X. Xxxxxxxxx Name: Ahaz X. Xxxxxxxxx Title: Assistant Vice President FIFTH THIRD BANK, an Ohio Banking Corporation By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Assistant Vice President FIFTH THIRD BANK, operating through its Canadian Branch By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Principal Officer SUMITOMO MITSUI BANKING CORPORATION By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: General Manager CAPITAL ONE, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Authorized Signatory BANK OF THE WEST, a California banking corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: AVP/Loan Administrator By: /s/ Xxxxx Weerasoorlya Name: Xxxxx Weerasoorlya Title: Senior Vice President THE NORTHERN TRUST COMPANY By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Senior Vice President CITY NATIONAL BANK, A NATIONAL BANKING ASSOCIATION By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President Bank of America, N.A. $ 185,882,352.94 9.294117647 % $ 18,823,529.41 9.411764706 % JPMorgan Chase Bank, N.A. $ 185,882,352.94 9.294117647 % $ 18,823,529.41 9.411764706 % Barclays Bank PLC $ 126,134,453.78 6.306722689 % $ 12,773,109.24 6.386554622 % Citibank, N.A. $ 126,134,453.78 6.306722689 % $ 12,773,109.24 6.386554622 % Credit Agricole Corporate and Investment Bank $ 126,134,453.78 6.306722689 % $ 12,773,109.24 6.000000000 % Royal Bank of Canada $ 126,134,453.78 6.000000000 % $ 12,773,109.24 6.000000000 % TD Bank, N.A. $ 73,092,514.07 3.654625704 % $ 12,773,109.24 6.386554622 % Toronto Dominion (New York) LLC $ 53,041,939.71 2.652096986 % UBS AG, Stamford Branch $ 126,134,453.78 6.306722689 % $ 12,773,109.24 6.386554622 % The Bank of Tokyo-Mitsubishi UFJ, Ltd. $ 92,941,176.47 4.647058824 % $ 9,411,764.71 4.705882353 % Compass Bank $ 92,941,176.47 4.647058824 % $ 9,411,764.71 4.705882353 % Xxxxxxx Xxxxx Bank USA $ 92,941,176.47 4.647058824 % $ 9,411,764.71 4.705882353 % Xxxxxx Xxxxxxx Bank, N.A. $ 92,941,176.47 4.647058824 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 9,411,764.71 4.705882353 % PNC Bank, National Association $ 92,941,176.47 4.647058824 % $ 9,411,764.71 4.705882353 % Xxxxx Fargo Bank, National Association $ 92,941,176.47 4.647058824 % $ 9,411,764.71 4.705882353 % RBS Citizens, N.A. $ 63,067,226.89 3.153361345 % $ 6,386,554.62 3.193277311 % Branch Banking and Trust Company $ 49,789,915.97 2.489495798 % $ 5,042,016.81 2.521008403 % Fifth Third Bank $ 49,789,915.97 2.489495798 % $ 5,042,016.81 2.521008403 % Sumitomo Mitsui Banking Corporation $ 49,789,915.97 2.489495798 % $ 5,042,016.81 2.521008403 % Capital One, N.A. $ 33,193,277.31 1.659663866 % $ 3,361,344.54 1.680672269 % Bank of the West $ 23,235,294.12 1.161764706 % $ 2,352,941.18 1.176470588 % The Northern Trust Company $ 19,915,966.39 0.995798319 % $ 2,016,806.72 1.008403361 % City National Bank $ 25,000,000.00 1.250000000 % Bank of America, N.A. CAD 12,440,000.00 10.000000000 % $ 63,652,765.65 9.311589317 % JPMorgan Chase Bank, N.A. CAD 12,440,000.00 10.000000000 % $ 63,652,765.65 9.311589317 % Barclays Bank PLC CAD 8,441,428.57 6.785714286 % $ 43,192,948.12 6.318578465 % Citibank, N.A. CAD 8,441,428.57 6.785714286 % $ 43,192,948.12 6.318578465 % Credit Agricole Corporate and Investment Bank CAD 8,441,428.57 6.785714286 % $ 43,192,948.12 6.000000000 % Royal Bank of Canada CAD 8,441,428.57 6.000000000 % $ 43,192,948.12 6.000000000 % TD Bank, N.A. CAD 8,441,428.57 6.785714286 % $ 43,192,948.12 6.318578465 % Toronto Dominion (New York) LLC UBS AG, Stamford Branch CAD 8,441,428.57 6.785714286 % $ 43,192,948.12 6.318578465 % The Bank of Tokyo-Mitsubishi UFJ, Ltd. CAD 6,220,000.00 5.000000000 % $ 31,826,382.82 4.655794659 % Compass Bank CAD 6,220,000.00 5.000000000 % $ 31,826,382.82 4.655794659 % Xxxxxxx Xxxxx Bank USA CAD 6,220,000.00 5.000000000 % $ 31,826,382.82 4.655794659 % Xxxxxx Xxxxxxx Bank, X.X. Xxxxxx Xxxxxxx Senior Funding, Inc. CAD 6,220,000.00 5.000000000 % $ 31,826,382.82 4.655794659 % PNC Bank, National Association CAD 6,220,000.00 5.000000000 % $ 31,826,382.82 4.655794659 % Xxxxx Fargo Bank, National Association CAD 6,220,000.00 5.000000000 % $ 31,826,382.82 4.655794659 % RBS Citizens, N.A. $ 25,546,218.49 3.737086563 % Branch Banking and Trust Company CAD 3,332,142.86 2.678571429 % $ 17,049,847.94 2.494175710 % Fifth Third Bank CAD 3,332,142.86 2.678571429 % $ 17,049,847.94 2.494175710 % Sumitomo Mitsui Banking Corporation CAD 3,332,142.86 2.678571429 % $ 17,049,847.94 2.494175710 % Capital One, N.A. $ 13,445,378.15 1.966887664 % Bank of the West CAD 1,555,000.00 1.250000000 % $ 7,956,595.71 1.163948665 % The Northern Trust Company $ 8,067,226.89 1.180132599 % City National Bank Bank of America, N.A. Yes Yes Yes Yes Yes Yes JPMorgan Chase Bank, N.A. Yes Yes Yes Yes Yes Yes Barclays Bank PLC Yes Yes Yes Yes Yes Yes A. Yes Yes Yes Yes Yes Yes

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Contributing Party hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and this Guaranty or the other Credit Loan Documents in respect of such Swap Obligation the Hedge Obligations (butprovided, in however, that each case, Qualified ECP Contributing Party shall only up to be liable under this Section 30 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 30, or otherwise under the Guaranty or the Guarantee other Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Contributing Party under this Section 9.18 30 shall remain in full force and effect until a discharge of the Total Commitment and all Letters obligations of Credit have terminated (unless Guarantor under this Guaranty if such Letters Qualified ECP Contributing Party is Guarantor, of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations Loan Parties (other than Hedging Obligations Borrower and Guarantor) under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) the Loan Documents to which they are paid in full or the release a party if such Qualified ECP Contributing Party is one of such Guarantor in accordance with Section 25 other Loan Parties, or of Borrower under the GuaranteeTerm Loan Agreement and the other Loan Documents and the Hedge Documents if such Qualified ECP Contributing Party is the Borrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 9.18 to 30 constitute, and this Section 9.18 30 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” agreement for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes of Section 30 of this Guaranty, the term "Qualified ECP Contributing Party" means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 109306584\V-7

Keepwell. Each Credit Party that is a By its execution hereof, each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 9 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 9, or otherwise under the Guarantee Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until termination of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth Guaranty as described in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee4 thereof. Each Qualified ECP Guarantor intends that this Section 9.18 to 9 constitute, and this Section 9.18 9 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, (a) “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute; (b) “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act; and (c) “Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

Keepwell. Each Credit Party that If Holdings is a Qualified ECP Guarantor (as defined below) at the time the Guarantee Subsidiaries Guaranty or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, it hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee the Subsidiaries Guaranty and the other Credit Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s Holdings’ obligations and undertakings under this Section 9.18 or the Guarantee 14.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Holdings under this Section 9.18 14.11 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Holdings intends this Section 9.18 14.11 to constitute, and this Section 9.18 14.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party for all purposes of the Commodity Exchange Act.. “Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, that such Person guaranteeing such Swap Obligation has total assets exceeding $10,000,000 at the time the guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. * * * 133

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the security interest or lien under the Credit Documentsany Loan Document, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 24 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 24, (a) “Qualified ECP Guarantor” shall mean, at any time, each Loan Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act and (b) “Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 24). Section 25. GOVERNING LAW; JURISDICTION; ETC.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Keepwell Provider (as defined below) hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this guarantee in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified Keepwell Provider shall only up to be liable under this Section 12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12, or the Guarantee otherwise under this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Keepwell Provider under this Section 9.18 12 shall remain in full force and effect until the Total Commitment expiration or termination of the Commitments and until all obligations of the Borrowers under the Loan Documents (other than any contingent indemnification or similar obligations not yet due and payable) are paid in full and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then dueany Supported Letter of Credit) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteehave been terminated. Each Qualified ECP Guarantor Keepwell Provider intends that this Section 9.18 to 12 constitute, and this Section 9.18 12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. For purposes hereof, “Qualified Keepwell Provider” means, in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Americas 90346382 (2K) Americas 90346382 (2K)

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor (as hereinafter defined) at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, this Agreement by any Specified Credit Party, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 11.09 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.09 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 11.09 to constitute, and this Section 9.18 11.09 shall be deemed to constitute, a guarantee Guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.. For purposes of this Section 11.09, “Qualified ECP Guarantor” means, at any time, each Guarantor with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under §1418 (A)(v)(II) of the Commodity Exchange Act. 4889-7737-4420 v.6 114

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally unconditionally, and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such any Swap Obligation (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 19 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 19, or the Guarantee otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 19 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid payment in full or the release of such Guarantor in accordance with Section 25 and discharge of the GuaranteeObligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 19 constitute, and this Section 9.18 19 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Xxxxxx Xxxxxxx Senior Funding, Inc., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: The undersigned, Palantir Technologies Inc. (the “Borrower”), refers to the Revolving Credit Agreement, dated as of October 7, 2014 (as amended, restated, amended and restated, modified, extended and/or supplemented from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among the Borrower, the lenders from time to time party thereto (each a “Lender” and collectively, the “Lenders”) and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.03 of the Credit Agreement: (i) The Proposed Borrowing will be a Borrowing of [Term][Revolving] Loans. (ii) The Business Day of the Proposed Borrowing is ____________, 20____.1 (iii) The aggregate principal amount of the Proposed Borrowing is [________].2 (iv) The Proposed Borrowing is to consist of [ABR Loans] [SOFR Loans]. (v) [The initial Interest Period for the Proposed Borrowing is [one/three/six/twelve months][insert period less than one month].]3 (vi) The location and number of the account or accounts to which funds are to be disbursed is as follows: 1 Shall be a Business Day at least one Business Day in the case of ABR Loans and at least three U.S. Government Securities Business Days in the case of SOFR Loans, in each case, after the date hereof; provided that any such notice shall be deemed to have been given on a certain day only if given before 12:00 noon (New York City time) in the case of ABR Loans or before 12:00 noon (New York City time) in the case of SOFR Loans, on such day. 2 Such amounts to be stated in Dollars.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor The Borrower at the time the Guarantee Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s the Borrower's obligations and undertakings under this Section 9.18 or the Guarantee 10.20 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor The Borrower intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, or other agreement” " for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. For the avoidance of doubt, the provisions of this Section 10.20 are not intended to, and shall not, confer any rights, claims, actions or remedies upon any Person other than the Secured Parties. [Remainder of page intentionally left blank; signature pages follow.] 56809737_4 Financial Statement Date: , 20__ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of February 13, 2012 (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 Cabot Microelectronics Corporation, a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such Section. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period, a Default has occurred and is continuing, and 4. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate on and as of the date of this Compliance Certificate.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 22 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 22, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 22 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations shall have been Cash Collateralized on terms fully and conditions set forth finally performed and indefeasibly paid in Section 3.8 hereoffull in cash (other than Unliquidated Obligations) and the Loans and Unpaid Drawings, together with interest, fees Commitments and all other Obligations (other than Hedging Obligations Facility LCs issued under Secured Hedging Agreementsthe Credit Agreement shall have terminated or expired or, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) in the case of all Facility LCs, are paid in full or fully collateralized on terms reasonably acceptable to the release of such Guarantor in accordance with Section 25 of the GuaranteeAdministrative Agent. Each Qualified ECP Guarantor intends that this Section 9.18 to 22 constitute, and this Section 9.18 22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, The Borrower hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee and the other Credit Documents any Guaranty or any Lender Party Swap Agreement in respect of such Swap Obligation Obligations (but, in each case, provided that the Borrower shall only up to be liable under this Section 5.23 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 5.23 or otherwise under the Guarantee Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 9.18 5.23 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms and conditions set forth repaid in Section 3.8 hereof) full and the Loans Commitments and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteethis Agreement have terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 9.18 to 5.23 constitute, and this Section 9.18 5.23 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (i) Section 7.02 is amended by adding the following new sentence immediately after clause (g) thereof: Notwithstanding the foregoing, amounts received from the Borrower or any other Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder shall not be applied to any Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this paragraph, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause (c) above from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause (c) above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause (c) above). (j) Schedule 2.01 (Commitment Amounts) of the Credit Agreement is amended in its entirety by substituting Schedule 2.01 hereto therefor.

Keepwell. Each Credit Party that is a Qualified ECP Eligible Contract Participant Guarantor (as defined below) at the time the Guarantee guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of the a security interest under the Credit Documents, in each case, by any Specified Credit Partyto secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Eligible Contract Participant Guarantor under this Section 9.18 17 shall remain in full force and effect until for so long as the Total Commitment and all Letters of Credit have terminated (unless Guaranty by such Letters of Credit have been Cash Collateralized on terms and conditions set forth Qualified Eligible Contract Participant Guarantor remains in effect pursuant to Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee14. Each Qualified ECP Eligible Contract Participant Guarantor intends this Section 9.18 17 to constitute, and this Section 9.18 17 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof (i) “Qualified Eligible Contract Participant Guarantor” shall mean, at any time, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act and (ii) “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 17).

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the security interest a Lien under the Credit Loan Documents, in each case, by any Specified Credit Party, Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 20 voidable under applicable law Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 20 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 20 to constitute, and this Section 9.18 20 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. For purposes hereof, (a) “Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act, and (b) “Specified Loan Party” means any Guarantor that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 20). Bank of America, N.A., as Administrative Agent 0000 Xxxxxxxxxxx Xx., Building C Mail Code: TX2-984-03-26 Richardson, TX 75082 Attn: Xxxxxxx Xxxxx Phone: (000) 000-0000 Fascimile: (000) 000-0000 Email: xxxxxxx.xxxxx@xxxx.xxx Second Amended and Restated Credit Agreement dated as of October 31, 2022 among Methode Electronics, Inc., a Delaware corporation (the “Company”), Ladies and Gentlemen: Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. (l) The following sentence is hereby added to the end of the last paragraph of Section 9.03 of the Credit Agreement: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (m) Section 11.01(a)(v) of the Credit Agreement is hereby amended to read as follows:

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeFully Satisfied. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. (e) The last paragraph in Section 9.03 of the Credit Agreement is hereby amended to add the following sentence at the end of such paragraph to read as follows: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Loan Party under this Section 9.18 shall remain in full force and effect until such time as the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then duethat survive the termination of this Agreement) are have been paid in full and the Commitments have expired or the release of such Guarantor in accordance with Section 25 of the Guaranteeterminated. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Keepwell. Each Credit Party (a) (a) Borrower represents that it is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, . Borrower hereby jointly guarantees the payment and severally, performance of all Obligations of each Loan Party (other than the Borrower) and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Benefitting Loan Party in order for such Benefitting Loan Party to honor all of its obligations (without giving effect to Section 9.25(b)) under its Guarantee and the other Credit Documents in Guaranty Agreement including obligations with respect of such to Swap Obligation Agreements (butprovided, in each casehowever, that Borrower shall only up to be liable under this Section 9.25(a) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 9.25(a), or the Guarantee otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 9.18 9.25(a) shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or to the release of such Guarantor in accordance with Section 25 Lenders, the Administrative Agent and all Swap Providers, and all of the GuaranteeLenders’ Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 9.18 to 9.25(a) constitute, and this Section 9.18 9.25(a) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Benefitting Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Loan Party shall exclude all Excluded Swap Obligations with respect to such Loan Party.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Guaranty or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Applicable Insolvency Laws and not for any greater amount). The Subject to Section 2.10, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations and all Letters the obligations of Credit have terminated (unless such Letters of Credit the Guarantors shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Credit Party that Loan Party, if it is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby then jointly and severally, absolutelytogether with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under its Guarantee and the this Agreement or any other Credit Documents Loan Document in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 12.25 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12.25, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 9.18 12.25 shall remain in full force and effect until payment in full of the Total Commitment Obligations and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) this Agreement and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeLoan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 9.18 to 12.25 constitute, and this Section 9.18 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the Commodity Exchange ActCEA . IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Secretary FUNKO HOLDINGS LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Secretary FUNKO, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer and Secretary COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: President ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Senior Vice President LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS ASRS HOLDINGS LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Vice President CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Managing Director PNC Bank, National Association $ 50,000,000.00 $ 0 $ 50,000,000.00 Cerberus NJ Credit Opportunities Fund, L.P. $ 0 $ 26,332,737.31 $ 26,332,737.31 Cerberus ASRS Holdings LLC $ 0 $ 80,283,112.92 $ 80,283,112.92 Cerberus ICQ Levered Loan Opportunities Fund, L.P. $ 0 $ 26,072,317.30 $ 26,072,317.30 Cerberus KRS Levered Loan Opportunities Fund, L.P. $ 0 $ 7,969,296.85 $ 7,969,296.85 Cerberus PSERS Levered Loan Opportunities Fund, L.P. $ 0 $ 34,342,535.62 $ 34,342,535.62 Totals $ 50,000,000.00 $ 175,000,000.00 $ 225,000,000.00 1. Security Agreement 2. Trademark Security Agreement THIS JOINDER AGREEMENT, dated as of (this “Agreement”), to the Financing Agreement (as defined below) is entered into by and among Funko Acquisition Holdings, L.L.C., a Delaware limited liability company (the “Ultimate Parent” or the “Buyer”), as the initial borrower and immediately upon consummation of the Funko Acquisition (as defined in the Financing Agreement), Funko Holdings LLC, a Delaware limited liability company (“Parent” or “Funko Holdings”) and each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with the Ultimate Parent, the Parent and each other Person that executes a Joinder Agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a Joinder Agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as therein defined), each a “Guarantor” and collectively, the “Guarantors”), [NAME OF ADDITIONAL [BORROWER][GUARANTOR]], a (the “Additional [Borrower][Guarantor]”) and Cerberus Business Finance, LLC, a Delaware limited liability company (“Cerberus”), as collateral agent for the Lenders (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of obligations pursuant to such Swap Obligation Hedge Agreement (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 3.5, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Guarantied Obligations and all Letters the obligations of Credit have terminated (unless such Letters of Credit the Guarantors shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedge Agreement, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such obligations pursuant to such Hedge Agreement or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Credit Documents, in each case, by any Commodity Exchange Act (a “Specified Credit Loan Party, ”) becomes effective with respect to any Obligation under any Swap ObligationContract, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under any applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms irrevocably paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Credit Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party that would otherwise not constitute an Eligible Contract Participant for any Obligation under any Swap Contract for all purposes of the Commodity Exchange Act. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. Date: , 2 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Third Amended and Restated Credit and Guaranty Agreement, dated as of January 29, 2021 (as amended, restated, extended, supplemented or otherwise modified from time to time; the terms defined therein being used herein as therein defined), among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Parent Borrower”), VENTAS SSL ONTARIO II, INC., an Ontario corporation (“Ventas SSL II”), VENTAS SSL ONTARIO III, INC., an Ontario corporation (“Ventas SSL III”), VENTAS CANADA FINANCE LIMITED, a Nova Scotia limited company (“Ventas Canada Finance Limited”), VENTAS UK FINANCE, INC., a Delaware corporation (“Ventas UK Finance”), VENTAS EURO FINANCE, LLC, a Delaware limited liability company (“Ventas Euro Finance”), and each of the entities from time to time executing a Borrower Joinder Agreement (together with the Parent Borrower, Ventas SSL II, Ventas SSL III, Ventas Canada Finance Limited, Ventas UK Finance and Ventas Euro Finance, the “Borrowers” and each individually a “Borrower”), VENTAS, INC., a Delaware corporation, as guarantor, the lending institutions party thereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and BANK OF AMERICA, N.A. and JPMORGAN CHASE BANK, N.A., as L/C Issuers. The undersigned Parent Borrower hereby requests [for itself] [as agent for [INSERT APPLICABLE BORROWER]] on [INSERT REQUESTED DATE] (a Business Day) (select one):3 Revolving Credit Facility - Dollar Tranche Loans4 2 Note to Borrowers: All requests submitted under a single Loan Notice must be effective on the same date. If multiple effective dates are needed, multiple Committed Loan Notices will need to be prepared and signed.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 11.12 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 11.12, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 11.12 shall remain in full force and effect until the Total Commitment termination of the Aggregate Commitments and payment in full of all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations (x) obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Hedge Agreements or and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not then dueyet accrued and payable) are paid in full and the expiration or the release termination or cash collateralization of such Guarantor in accordance with Section 25 all Letters of the GuaranteeCredit. Each Qualified ECP Guarantor intends that this Section 9.18 to 11.12 constitute, and this Section 9.18 11.12 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.. Section 11.13 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 210 1002217597 1001820109v3

Keepwell. Each Credit Loan Party with total assets exceeding $10,000,000 or that is qualifies as an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under §1a(18)(A)(v)(II) of the Commodity Exchange Act (“Qualified ECP Guarantor Guarantor”) at the time the Guarantee Guaranty or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty Agreement and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 18 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, 16 92806623_4 or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of §1a(18)(A)(v)(II) of the Commodity Exchange Act.. As used herein, 92806623_4

Keepwell. Each Credit Party that is a Qualified ECP Eligible Contract Participant Guarantor (as defined below) at the time the Guarantee guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of the a security interest under the Credit Documents, in each case, by any Specified Credit Partyto secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Eligible Contract Participant Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Eligible Contract Participant Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth Payment in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeFull. Each Qualified ECP Eligible Contract Participant Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof (i) “Qualified Eligible Contract Participant Guarantor” shall mean, at any time, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act and (ii) “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 22).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Borrower Party to honor all of its obligations under its Guarantee this Agreement and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Bankruptcy Laws and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Agreement Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are shall have been paid in full in cash, all Letters of Credit have been terminated or expired (or been Cash Collateralized), and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified Credit other Borrower Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Borrower Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding the foregoing, no Foreign Borrower or Foreign Borrower Subsidiary shall have any obligation under this Section 12.23 to provide funds or other support as may be needed from time to time by any Borrower Party that is a U.S. Person to honor any of such U.S. Person’s obligations under this Agreement and the other Loan Documents in respect of Swap Obligations.

Keepwell. (a) Each Credit Party that is a Qualified ECP U.S. Obligations Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other U.S. Loan Party and each U.S. Restricted Subsidiary that has executed a Guarantee, as the case may be, to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP U.S. Obligations Guarantor shall only up to be liable under this Section 4.16(a) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 4.16(a), or the Guarantee otherwise under this Agreement, as it relates to such other U.S. Loan Party or U.S. Restricted Subsidiary that has executed a Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP U.S. Obligations Guarantor under this Section 9.18 4.16(a) shall remain in full force and effect until the Total Commitment and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in this Agreement pursuant to Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guarantee4.12(a). Each Qualified ECP U.S. Obligations Guarantor intends that this Section 9.18 to 4.16(a) constitute, and this Section 9.18 4.16(a) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party and each other Restricted Subsidiary that has executed a Guarantee for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Each Qualified ECP English Obligations Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other English Loan Party and each English Restricted Subsidiary that has executed a Guarantee, as the case may be, to honor all of its obligations under this Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP English Obligations Guarantor shall only be liable under this Section 4.16(b) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.16(b), or otherwise under this Agreement, as it relates to such other English Loan Party or English Restricted Subsidiary that has executed a Guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP English Obligations Guarantor under this Section 4.16(b) shall remain in full force and effect until the termination of this Agreement pursuant to Section 4.12(a). Each Qualified ECP English Obligations Guarantor intends that this Section 4.16(b) constitute, and this Section 4.16(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party and each other Restricted Subsidiary that has executed a Guarantee for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a The Borrower shall, and shall cause each Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit DocumentsGuarantor, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such any Secured Swap Obligation Agreement (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 12.18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12.18, or the Guarantee otherwise under any Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 12.18 shall remain in full force and effect until the Total Commitment occurrence of each of the following: (a) the Indebtedness (other than (i) indemnity obligations not yet due and payable of which the Borrower has not received a notice of potential claim and (ii) obligations arising under a Secured Swap Agreement not yet due and payable) are irrevocably and indefeasibly paid in full in cash (including interest accruing during the pendency of an insolvency or liquidation proceeding, regardless of whether allowed or allowable in such insolvency or liquidation proceeding) and premium, if any, on all Loans outstanding under this Agreement, (b) no Letter of Credit shall be outstanding (other than Letters of Credit have terminated (unless such Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the Issuing Bank have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereofmade), (c) this Agreement and the Loans Commitments are terminated and Unpaid Drawings(d) all Swap Agreements secured hereby are either novated, together with interest, fees terminated and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of Borrower or Guarantor party thereto has collateralized its obligations under such Guarantor in accordance with Section 25 Swap Agreement to the satisfaction of the Guaranteecounterparty to such Swap Agreement. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute12.18 constitutes, and this Section 9.18 12.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of the Borrower and each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Credit Party that Loan Party, if it is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby then jointly and severally, absolutelytogether with each other Qualified ECP Loan Party, hereby absolutely unconditionally and irrevocably (a) guarantees the prompt payment and performance of all Swap Obligations owing by each Non-Qualifying Party (it being understood and agreed that this guarantee is a guaranty of payment and not of collection), and (b) undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by any Non-Qualifying Party to honor all of its such Non-Qualifying Party’s obligations under its Guarantee and the this Agreement or any other Credit Documents Loan Document in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Loan Party shall only up to be liable under this Section 12.25 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12.25, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law, including applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 9.18 12.25 shall remain in full force and effect until payment in full of the Total Commitment Obligations and all Letters termination of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) this Agreement and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeLoan Documents. Each Qualified ECP Guarantor Loan Party intends that this Section 9.18 to 12.25 constitute, and this Section 9.18 12.25 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Borrower and Guarantor for all purposes of Section 1a(18(A)(v)(II) of the Commodity Exchange Act.CEA. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. BORROWERS: FUNKO ACQUISITION HOLDINGS, L.L.C. By: Name: Title: FUNKO HOLDINGS LLC By: Name: Title: FUNKO, LLC By: Name: Title: COLLATERAL AGENT: CERBERUS BUSINESS FINANCE, LLC By: Name: Title: ADMINISTRATIVE AGENT AND LENDER: PNC BANK, NATIONAL ASSOCIATION By: Name: Title: LENDERS: CERBERUS NJ CREDIT OPPORTUNITIES FUND, L.P. By: Cerberus NJ Credit Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS ASRS HOLDINGS LLC By: Name: Title: CERBERUS ICQ LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus ICQ Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS KRS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus KRS Levered Opportunities GP, LLC, its General Partner By: Name: Title: CERBERUS PSERS LEVERED LOAN OPPORTUNITIES FUND, L.P. By: Cerberus PSERS Levered Opportunities GP, LLC, its General Partner By: Name: Title LENDERS AND LENDERS’ COMMITMENTS1 Lender Revolving Loan Commitment Term Loan A Amount Outstanding as of the Amendment No. 67 Effective Date Term Loan B Amount Outstanding as of the Amendment No. 67 Effective Date Total PNC Bank, National Association $ 100,000,000.00 — — $ 100,000,000.00 Cerberus ASRS Funding LLC — $ 50,986,885.7549,180,307.82 $ 5,133,452.76 — $ 56,120,338.5149,180,307.82 Cerberus AUS Levered Holdings LP — $ 579,499.684 61,443.56 $ 584,540.90 — $ 1,164,040.58461,443.56 Cerberus AUS Levered II LP — $ 7,421,827.097,758,321.63 — $ 7,421,827.097,758,321.63 Cerberus FSBAICQ Levered LLC — $ 3,352,322.948,959,447.46 $ 3,090,176.33 — $ 6,442,499.278,959,447.46 Cerberus ICQ Offshore Levered LLCLP — $ 9,051,630.921,363,711.84 $ 2,387,979.67 — $ 11,439,610.591,363,711.84 Cerberus ICQ Levered Loan Opportunities Fund,Funding XV L.P. — -$ 11,735,815.85 $ 1,363,430.14 — $ 1,363,430.1411,735,815.85 Cerberus ICQ Offshore Levered X.X.Xxxx Funding XVI LP — $ 1,085,158.139,994,601.56 $ 772,684.05 — $ 1,857,842.189,994,601.56 Cerberus KRS Levered LLCLoan Funding XVII, Ltd. — $ 5,870,862.737,077,816.94 $ 549,131.60 — $ 6,419,994.337,077,816.94 Cerberus Loan Funding XVXVIII L.P. — $ 11,856,565.276,126,610.62 — $ 11,856,565.276,126,610.62 Cerberus Loan Funding XVI LPXIX L.P. — $ 10,097,435.686,714,461.04 — $ 10,097,435.686,714,461.04 Cerberus Loan Funding XVII, LtdXX L.P. — $ 7,150,640.365,683,912.85 $ 2,282,216.97 — $ 9,432,857.335,683,912.85

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee guaranty provided in this Article IV by any Credit Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Credit Party”) or the grant of the a security interest under the Credit Documents, in each case, Loan Documents by any such Specified Credit Party, in either case, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) full and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements commitments relating thereto have expired or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteebeen terminated. Each Qualified ECP Guarantor Credit Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party that would otherwise not constitute an “eligible contract participant” for any Swap Obligation for all purposes of the Commodity Exchange Act. 2.10 A new Section 6.23 is added to read as follows:

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. (e) The last paragraph in Section 9.03 of the Credit Agreement is hereby amended to add the following sentence at the end of such paragraph to read as follows: Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or such Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Contributing Party hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and this Guaranty or the other Credit Loan Documents in respect of such Swap Obligation the Hedge Obligations (butprovided, in however, that each case, Qualified ECP Contributing Party shall only up to be liable under this Section 30 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 30, or otherwise under the Guaranty or the Guarantee other Loan Documents voidable under applicable law relating to fraudulent conveyance or fraudulent transferthe Avoidance Provisions, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Contributing Party under this Section 9.18 30 shall remain in full force and effect until a discharge of the Total Commitment and all Letters obligations of Credit have terminated (unless Guarantors under this Guaranty if such Letters Qualified ECP Contributing Party is a Guarantor, or of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) Borrower under the Term Loan Agreement and the Loans other Loan Documents and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of Hedge Documents if such Guarantor in accordance with Section 25 of Qualified ECP Contributing Party is the GuaranteeBorrower. Each Qualified ECP Guarantor Contributing Party intends that this Section 9.18 to 30 constitute, and this Section 9.18 30 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” agreement for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of Section 30 of this Guaranty, the term “Qualified ECP Contributing Party” means, in respect of any Hedge Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the time such party becomes a party to this Guaranty or the “Springing Guaranty” (as defined in the Term Loan Agreement) or grant of the relevant security interest becomes effective with respect to such Hedge Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Grantor that would otherwise not be an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder to honor all of its obligations under its Guarantee and the other Credit Documents this Agreement in respect of such Specified Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 2.02 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 2.02 or the Guarantee otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 2.02 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid indefeasible payment in full or in cash of all the release of such Guarantor in accordance with Section 25 of the GuaranteeSecured Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 2.02 constitute, and this Section 9.18 2.02 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. For purposes hereof, “Qualified ECP Guarantor” means, in respect of any Specified Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the grant of the relevant security interest becomes or would become effective with respect to such Specified Swap Obligation and each other Loan Party that constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by guaranteeing or entering into a keepwell in respect of obligations of such other person under Section la(18)(A)(v)(II) of the Commodity Exchange Act.”

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of obligations pursuant to such Swap Obligation Hedge Agreement (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 3.6, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Guarantied Obligations and all Letters the obligations of Credit have terminated (unless such Letters of Credit the Guarantors shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Hedge Agreement, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such obligations pursuant to such Hedge Agreement or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as hereinafter defined) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such all Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 21 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 21, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 21 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Guaranteed Obligations shall have been Cash Collateralized on terms fully and conditions set forth finally performed and indefeasibly paid in Section 3.8 hereoffull in cash (other than Unliquidated Obligations) and the Loans and Unpaid Drawings, together with interest, fees Commitments and all other Obligations (other than Hedging Obligations under Secured Hedging AgreementsFacility LCs shall have terminated or expired or, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) in the case of all Facility LCs, are paid in full or fully collateralized on terms reasonably acceptable to the release of such Guarantor in accordance with Section 25 of the GuaranteeAdministrative Agent. Each Qualified ECP Guarantor intends that this Section 9.18 to 21 constitute, and this Section 9.18 21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything herein to the contrary, if a Guarantor or a counterparty under any swap makes a written representation to the Lenders in connection with this Guaranty, a swap, or any master agreement governing a swap to the effect that such Guarantor is or will be an “eligible contract participant” as defined in the Commodity Exchange Act on the date the Guaranty becomes effective with respect to such swap (this date shall be the date of the execution of the swap if the corresponding Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of such Guaranty unless the Guaranty specifies a subsequent effective date), and such representation proves to have been incorrect when made or deemed to have been made, the Lenders reserve all of their contractual and other rights and remedies, at law or in equity, including (to the extent permitted by applicable law) the right to claim, and pursue a separate cause of action, for damages as a result of such misrepresentation, provided that such Guarantor’s liability for such damages shall not exceed the amount of the Excluded Swap Obligations with respect to such swap. As used herein, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party to honor all of its obligations under its Guarantee and the other Credit Documents this Guaranty in respect of such all Specified Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 18 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 18, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid a payment in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeGuaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 9.18 to 18 constitute, and this Section 9.18 18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything herein to the contrary, if a Guarantor or a Swap Counterparty makes a written representation to the Lenders in connection with a Guaranty, a swap, or any master agreement governing a swap to the effect that Guarantor is or will be an “eligible contract participant” as defined in the Commodity Exchange Act on the date this Guaranty becomes effective with respect to such swap (this date shall be the date of the execution of the swap), and such representation proves to have been incorrect when made or deemed to have been made, the Lenders reserve all of their contractual and other rights and remedies, at law or in equity, including (to the extent permitted by applicable law) the right to claim, and pursue a separate cause of action, for damages as a result of such misrepresentation, provided that such Guarantor’s liability for such damages shall not exceed the amount of the Excluded Swap Obligations with respect to such swap.

Keepwell. Each Credit Party Subsidiary Guarantor that is a Qualified ECP Guarantor at the time the Guarantee this Subsidiary Guaranty Agreement or the grant of the security interest under the Credit Loan Documents, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents (including this Subsidiary Guaranty Agreement) in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Subsidiary Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 28 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Subsidiary Guarantor that is a Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms 151153073 indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Subsidiary Guarantor that is a Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.. 151153073

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest Guaranty in this Article XI by any Credit Party that is not then an “eligible contract participant” under the Credit Documents, in each case, by any Commodity Exchange Act (a “Specified Credit Loan Party, ”) becomes effective with respect to any Obligation under any Swap ObligationContract, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under any applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor applicable Credit Party under this Section 9.18 11.09 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms irrevocably paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Credit Party intends this Section 9.18 11.09 to constitute, and this Section 9.18 11.09 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party that would otherwise not constitute an “eligible contract participant” for any Obligation under any Swap Contract for all purposes of the Commodity Exchange Act. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. BORROWERS: SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership By: Sabra Health Care REIT, Inc., a Maryland corporation, its general partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer SABRA CANADIAN HOLDINGS, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer REIT GUARANTOR: SABRA HEALTH CARE REIT, INC., a Maryland corporation By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer SUBSIDIARY GUARANTOR: SABRA HEALTH CARE, L.L.C., a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender and an L/C Issuer By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director CITIZENS BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and an L/C Issuer By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Managing Director FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Officer KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxx XxXxxxxxxxx Name: Xxxxx XxXxxxxxxxx Title: Executive Director TRUIST BANK, as a Lender By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Director CITIBANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxx Name: [Xxxxx Xxxxxx] Title: [Authorized Signatory] REGIONS BANK, as a Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Authorized Signatory XXXXXX XXXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Authorized Signatory BANK OF THE WEST, A CALIFORNIA BANKING CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Managing Director BARCLAYS BANK PLC, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director XXXXXXX XXXXX BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President THE NORTHERN TRUST COMPANY, as a Lender By: /s/ Xxxxxxx X XxXxxxxx Name: Xxxxxxx X XxXxxxxx Title: SVP WOODFOREST NATIONAL BANK, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President BOKF, NA DBA BOK FINANCIAL, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President Lender Revolving Credit Facility Bank of America, N.A. $ 46,459,913.85 7.147679054 % $ 26,570,719.96 7.591634275 % $ 73,030,633.81 7.303063381 % $ 12,500,000.00 Citizens Bank, National Association $ 46,459,913.86 7.147679055 % $ 26,570,719.96 7.591634274 % $ 73,030,633.82 7.303063382 % $ 12,500,000.00 Crédit Agricole Corporate and Investment Bank $ 46,459,913.85 7.147679054 % $ 26,570,719.96 7.591634274 % $ 73,030,633.81 7.303063381 % $ 12,500,000.00 Xxxxx Fargo Bank, National Association $ 46,459,913.85 7.147679054 % $ 26,570,719.96 7.591634274 % $ 73,030,633.81 7.303063381 % $ 12,500,000.00 The Bank of Nova Scotia $ 40,675,577.00 6.000000000 % $ 23,262,620.96 6.646463131 % $ 63,938,197.96 6.393819796 % N/A Fifth Third Bank, National Association $ 40,675,577.00 6.257781077 % $ 23,262,620.96 6.646463131 % $ 63,938,197.96 6.393819796 % N/A JPMorgan Chase Bank, N.A. $ 40,675,577.00 6.257781077 % $ 23,262,620.96 6.646463131 % $ 63,938,197.96 6.393819796 % N/A KeyBank National Association $ 40,675,577.00 6.257781077 % $ 23,262,620.96 6.646463131 % $ 63,938,197.96 6.393819796 % N/A Mizuho Bank, Ltd. $ 40,675,577.00 6.257781077 % $ 23,262,620.96 6.646463131 % $ 63,938,197.96 6.393819796 % N/A Truist Bank $ 40,675,577.00 6.257781077 % $ 23,262,620.96 6.646463131 % $ 63,938,197.96 6.393819796 % N/A Citibank, N.A. $ 29,053,983.57 4.469843626 % $ 16,616,157.83 4.747473666 % $ 45,670,141.40 4.567014140 % N/A Regions Bank $ 29,053,983.57 4.469843626 % $ 16,616,157.83 4.747473666 % $ 45,670,141.40 4.000000000 % N/A Royal Bank of Canada $ 29,053,983.57 4.000000000 % $ 16,616,157.83 4.747473666 % $ 45,670,141.40 4.567014140 % N/A Xxxxxx Xxxxxxx Bank, N.A. $ 29,053,983.57 4.469843626 % $ 16,616,157.83 4.747473666 % $ 45,670,141.40 4.567014140 % N/A Bank of the West, a California Banking Corporation $ 14,526,991.79 2.234921814 % $ 8,308,078.92 2.373736835 % $ 22,835,070.71 2.283507071 % N/A The Huntington National Bank $ 20,752,845.41 3.192745448 % $ 11,868,684.16 3.391052618 % $ 32,621,529.57 3.262152957 % N/A Barclays Bank PLC $ 32,500,000.00 5.000000000 % $ 17,500,000.00 5.000000000 % $ 50,000,000.00 5.000000000 % N/A Xxxxxxx Xxxxx Bank $ 21,064,814.81 3.240740740 % $ 0.00 0.00 % $ 21,064,814.81 2.106481481 % N/A The Northern Trust Company $ 15,046,296.30 2.314814815 % $ 0.00 0.00 % $ 15,046,296.30 1.504629630 % N/A WoodForest National Bank $ 0.00 0.00 % $ 0.00 0.00 % $ 0.00 0.00 % N/A BOKF, NA dba BOK Financial $ 0.00 0.00 % $ 0.00 0.00 % $ 0.00 0.00 % N/A Lender Term A-1 Commitment Applicable Percentage CAD Term Commitment Applicable Percentage Bank of America, N.A. $ 30,055,768.43 6.989713589 % CAD$ 11,986,790.96 7.991193973 % Citizens Bank, National Association $ 30,055,768.43 6.989713588 % CAD$ 11,986,790.96 7.991193973 % Crédit Agricole Corporate and Investment Bank $ 30,055,768.44 6.989713591 % CAD$ 11,986,790.96 7.991193973 % Xxxxx Fargo Bank, National Association $ 30,055,768.44 6.989713591 % CAD$ 11,986,790.96 7.000000000 % The Bank of Nova Scotia $ 26,313,775.09 6.000000000 % CAD$ 10,494,415.47 6.996276980 % Fifth Third Bank, National Association $ 26,313,775.09 6.119482579 % CAD$ 10,494,415.47 6.996276980 % JPMorgan Chase Bank, N.A. $ 26,313,775.09 6.119482579 % CAD$ 10,494,415.47 6.996276980 % KeyBank National Association $ 26,313,775.09 6.119482579 % CAD$ 10,494,415.47 6.996276980 % Mizuho Bank, Ltd. $ 26,313,775.09 6.119482579 % CAD$ 10,494,415.47 6.996276980 % Truist Bank $ 26,313,775.09 6.119482579 % CAD$ 10,494,415.47 6.996276980 % Citibank, N.A. $ 18,795,553.64 4.371058986 % CAD$ 7,496,011.05 4.997340700 % Regions Bank $ 18,795,553.64 4.371058986 % CAD$ 7,496,011.05 4.000000000 % Royal Bank of Canada $ 18,795,553.64 4.000000000 % CAD$ 7,496,011.05 4.997340700 % Xxxxxx Xxxxxxx Bank, N.A. $ 18,795,553.64 4.371058986 % CAD$ 7,496,011.05 4.997340700 % Bank of the West, a California Banking Corporation $ 9,397,776.82 2.185529493 % CAD$ 3,748,005.53 2.498670354 % The Huntington National Bank $ 13,425,395.45 3.122184988 % CAD$ 5,354,293.61 3.569529074 % Barclays Bank PLC $ 0.00 0.00 % CAD$ 0.00 0.00 % Xxxxxxx Xxxxx Bank $ 13,935,185.19 3.240740742 % CAD$ 0.00 0.00 % The Northern Trust Company $ 9,953,703.70 2.314814814 % CAD$ 0.00 0.00 % WoodForest National Bank $ 20,000,000.00 4.651162791 % CAD$ 0.00 0.00 % BOKF, NA dba BOK Financial $ 10,000,000.00 2.325581395 % CAD$ 0.00 0.00 % ENTITY NAME ADDRESS STATE OF FORMATION STATES WHERE QUALIFIED AS OF THE CLOSING DATE FEIN ORGANIZATION IDENTIFICATION NUMBER SABRA HEALTH CARE LIMITED PARTNERSHIP, a Delaware limited partnership 00000 Xxx Xxxxxx Xxxxxx, Suite 550 Irvine, CA 92612 DE CA, FL, MA, ME, NM, WV **-******* 4822888 SABRA CANADIAN HOLDINGS, LLC, a Delaware limited liability company 00000 Xxx Xxxxxx Xxxxxx, Suite 550 Irvine, CA 92612 DE None **-******* 5740676 SABRA HEALTH CARE REIT, INC., a Maryland corporation 00000 Xxx Xxxxxx Xxxxxx, Suite 550 Irvine, CA 92612 MD CA, MA **-******* C3322907 SABRA HEALTH CARE, L.L.C., a Delaware limited liability company 00000 Xxx Xxxxxx Xxxxxx, Suite 550 Irvine, CA 92612 DE CA **-******* 4821914 c/o Sabra Health Care REIT, Inc. 00000 Xxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx, Chief Financial Officer Telephone: ******* Facsimile: ******* Email: ******* Website: xxxx://xxx.xxxxxxxxxxx.xxx

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party that is not a Qualified ECP Guarantor to honor all of its obligations under its Guarantee this Guaranty and the other Credit Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section 22 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 22, or the Guarantee otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 22 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeTermination Date. Each Qualified ECP Guarantor intends that this Section 9.18 to 22 constitute, and this Section 9.18 22 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified other Credit Party that is not a Qualified ECP Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. The Administrative Agent and each Guarantor has caused this Guaranty to be duly executed as of the date first above written. GUARANTORS: [ ] By: Name: Title: By: Name: Title: ADMINISTRATIVE AGENT: By: Name: Title: SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of August 2, 2010 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), each Wholly-Owned Domestic Restricted Subsidiary of Borrower party thereto (together with Borrower, individually, a “Guarantor” and collectively, the “Guarantors”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the benefit of the Secured Parties (as defined in the Credit Agreement referred to herein). A. Reference is made to the Credit Agreement dated as of August 2, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto (the “Lenders”), the Issuing Lenders (as defined in the Credit Agreement), and Xxxxx Fargo Bank, N.A., as Administrative Agent and as a swing line lender. B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty Agreement and the Credit Agreement. C. The Guarantors have entered into the Guaranty Agreement in order to induce the Lenders to make Advances and the Issuing Lenders to issue Letters of Credit. Section 18 of the Guaranty Agreement provides that additional Wholly-Owned Domestic Restricted Subsidiaries of the Borrower may become Guarantors under the Guaranty Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Wholly-Owned Domestic Restricted Subsidiary of the Borrower (the “New Guarantor”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty Agreement in order to induce the Lenders to make additional Advances and the Issuing Lenders to issue additional Letters of Credit and as consideration for Advances previously made and Letters of Credit previously issued. Accordingly, the Administrative Agent and the New Guarantor agree as follows: SECTION 1. In accordance with Section 18 of the Guaranty Agreement, the New Guarantor by its signature below becomes a Guarantor under the Guaranty Agreement with the same force and effect as if originally named therein as a Guarantor and the New Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty Agreement shall be deemed to include the New Guarantor. The Guaranty Agreement is hereby incorporated herein by reference. SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it by all requisite corporate, limited liability company or partnership action and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by fax transmission shall be as effective as delivery of a manually executed counterpart of this Supplement. SECTION 4. Except as expressly supplemented hereby, the Guaranty Agreement shall remain in full force and effect.

Keepwell. Each Credit Party that The Borrower, to the extent it is a Qualified ECP Guarantor at an “eligible contract participant” as defined in the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap ObligationCommodity Exchange Act, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support support, or cause its Subsidiaries to each Specified Credit Party with respect to provide such Swap Obligation funds or other support, as may be needed by such Specified Credit Party from time to time by each Guarantor to honor all of its obligations under its Guarantee this Agreement and the other Credit Documents any Guaranty in respect of such any Swap Obligation Obligations (butprovided, in each casehowever, that the Credit Parties shall only up to be liable under this Section 6.33 for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 6.33, or otherwise under the Guarantee applicable Guaranty, voidable under applicable law relating to fraudulent conveyance conveyance, voidable transaction, or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Credit Parties under this Section 9.18 shall remain in full force and effect until irrevocable payment in full of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteeinchoate indemnity obligations). Each Qualified ECP Guarantor The Borrower intends that this Section 9.18 to 6.33 constitute, and this Section 9.18 6.33 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding anything herein to the contrary, if a Guarantor or a Swap Counterparty makes a written representation to the Administrative Agent or a Lender in connection with a Guaranty, a swap, or any master agreement governing a swap to the effect that such Guarantor is or will be an “eligible contract participant” as defined in the Commodity Exchange Act on the date the Guaranty becomes effective with respect to such swap (this date shall be the date of the execution of the swap if the corresponding Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of such Guaranty unless the Guaranty specifies a subsequent effective date), and such representation proves to have been incorrect when made or deemed to have been made, the Administrative Agent and each Lender reserves all of their contractual and other rights and remedies, at law or in equity, including (to the extent permitted by applicable law) the right to claim, and pursue a separate cause of action, for actual, out of pocket damages as a result of such misrepresentation, provided that such Guarantor’s liability for such damages shall not exceed the amount of the Excluded Swap Obligations with respect to such swap.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations other than Excluded Swap Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, Debtor Relief Laws and not for any greater amount). The Subject to Section 2.10, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Guaranteed Obligations (other than Hedging Obligations under Secured Hedging Agreements(1) contingent indemnification and reimbursement obligations, Cash Management Obligations (2) obligations and liabilities under Secured Cash Management Agreements or contingent indemnification obligations Secured Hedge Agreements that are not then duedue and payable and (3) are Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the applicable Issuing Lender have been made) shall have been paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “"keepwell, support, support or other agreement” " for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, "Qualified ECP Guarantor" means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an "eligible contract participant" at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor Loan Party at the time the Guarantee guarantee under this Guaranty by any Specified Guarantor (as defined below), or the grant by such Guarantor of the a security interest under the Credit Documents, in each case, by any Specified Credit Partyto secure such guarantee, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party Guarantor with respect to such Swap Obligation as may be needed by such Specified Credit Party Guarantor from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP GuarantorLoan Party’s obligations and undertakings under this Section 9.18 or the Guarantee Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 9.18 21 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth Payment in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeFull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 21 to constitute, and this Section 9.18 21 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Party Guarantor for all purposes of the Commodity Exchange Act. For purposes hereof, “Specified Guarantor” shall mean any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 21).

Keepwell. Each Credit Loan Party that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article IV by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article IV voidable under applicable law relating to fraudulent conveyance or fraudulent transferDebtor Relief Laws, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 4.08 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 4.08 to constitute, and this Section 9.18 4.08 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. (j) The following sentence is added to the end of Section 5.02 to the Credit Agreement: Notwithstanding anything to the contrary set forth in the Loan Documents, from and after the First Amendment Effective Date, until the later to occur of (i) the one (1) year anniversary of the Litigation Matters Settlement Date, or (ii) the date the Loan Parties have obtained court approval of settlements with at least 50% of the States with States’ Attorneys General Matters, after giving effect to any Request for Credit Extension, the Total Revolving Outstandings may not exceed $25,000,000 (unless the Supermajority Lenders have consented in writing to a higher amount), the proceeds of all Revolving Loans and Swing Line Loans advanced during such period must be used to consummate Permitted Acquisitions and, in conjunction with any Request for Credit Extension, the Borrower must deliver to the Administrative Agent a certificate of a Responsible Officer certifying the applicable Loan Parties’ intended use of all such Revolving Loans and Swing Line Loans. (k) Section 7.02 of the Credit Agreement is hereby amended by removing the word “and” at the end of subsection (i), replacing the “.” at the end of subsection (j) with the words “; and” and adding the following subsection (k):

Keepwell. Each Credit Domestic Loan Party that is a Qualified ECP Guarantor an “eligible contract participant” under the Commodity Exchange Act (determined before giving effect to this Section 4.09) with total assets exceeding $10 million (or such other Domestic Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”) at the time the Guarantee or the grant of the security interest guarantee under the Credit Documents, in each case, by any Specified Credit Party, this Article IV becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation that is not then an “eligible contract participant” under the Commodity Exchange Act as may be needed by such Specified Credit other Loan Party from time to time after a payment default under the Swap Obligation guaranteed by such other Loan Party to honor all of its obligations Swap Obligations under its Guarantee and the other Credit Documents in respect of such Swap Obligation this Article IV (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantorany Domestic Loan Party’s obligations and undertakings under this Section 9.18 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). In addition, to the Guarantee extent the Commodity Exchange Act requires a Foreign Loan Party to be an “eligible contract participant” under the Commodity Exchange Act, each Foreign Loan Party that is an “eligible contract participant” under the Commodity Exchange Act (determined before giving effect to this Section 4.09) with total assets exceeding $10 million (or such other Foreign Loan Party as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant”) at the time the guarantee under this Article IV becomes effective with respect to any Swap Obligation that is a Foreign Obligation (a “Foreign Swap Obligation”), hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Foreign Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act as may be needed by such other Foreign Loan Party from time to time after a payment default under the Foreign Swap Obligation guaranteed by such other Foreign Loan Party to honor all of its Foreign Swap Obligations under this Article IV (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering any Foreign Loan Party’s undertakings under this Section voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings undertaking of each Qualified ECP Guarantor Loan Party under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full and the Commitments have expired or the release of such Guarantor in accordance with Section 25 of the Guaranteeterminated. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of that would otherwise not constitute an “eligible contract participant” under the Commodity Exchange Act. (s) Section 7.02 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of clause (h); replacing “.” at the end of clause (i) with “; and” and (iii) inserting the following new clause (j) at the end thereof:

Keepwell. Each Credit Party Guarantor that is a Qualified ECP Guarantor at the time the Guarantee Guaranty or the grant of the security interest or lien under the Credit Documentsany Loan Document, in each case, by any Specified Credit Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee 24 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Credit Loan Party for all purposes of the Commodity Exchange Act. For purposes of this Section 24, (a) “Qualified ECP Guarantor” shall mean, at any time, each Loan Party that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act and (b) “Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to this Section 24).

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, (as defined below) hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or and other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Credit Party to honor all of its obligations under its Guarantee this Guaranty and the other Credit Loan Documents in respect of such Swap Obligation Obligations (butprovided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or the Guarantee otherwise under this Agreement or any other Loan Document, voidable under applicable law Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Subject to Section 9, the obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until all of the Total Commitment Guaranteed Obligations and all Letters the obligations of Credit have terminated (unless such Letters of Credit the Guarantors shall have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or in cash and the release of such Guarantor in accordance with Section 25 of the GuaranteeCommitments terminated. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, support or other agreement” for the benefit of, of each Specified other Credit Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. For purposes of this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, Loan Party hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Loan Party in order for such Loan Party to honor all of its guaranty obligations under its Guarantee and the this Agreement, or other Credit Documents in respect of such Swap Obligation (butLoan Documents, in each case, in respect of Swap Obligations of a Loan Party (provided, however, that each Qualified ECP Loan Party shall only up to be liable under this Section 10.17 [Keepwell] for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 10.17 [Keepwell], or the Guarantee otherwise under this Agreement or any Loan Document, as it relates to such other Loan Parties, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor Loan Party under this Section 9.18 10.17 [Keepwell] shall remain in full force and effect until performance in full of all Lender Provided Interest Rate Xxxxxx entered into from time to time by any Loan Party prior to the Total Commitment and date on which all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or to the release of such Guarantor in accordance with Section 25 Lenders, the Administrative Agent, and all of the GuaranteeLenders’ Commitments are terminated. Each The Qualified ECP Guarantor intends Loan Parties intend that this Section 9.18 to constitute10.17 [Keepwell] constitutes, and this Section 9.18 10.17 [Keepwell] shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. Notwithstanding the provisions of this Section 10.17, this Section 10.17 does not constitute and shall not be construed as a guaranty by any Loan Party hereto, or an undertaking by any Loan Party with respect to, any obligation which Allegheny Technologies Incorporated may have under this Section 10.17. 10. Schedule 1.1(A) to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Schedule 1.1(A) attached hereto. 11. The provisions of Sections 2 through 10 of this Sixth Amendment shall not become effective until the Administrative Agent has received the following items, each in form and substance acceptable to the Administrative Agent and its counsel: (a) this Sixth Amendment, duly executed by each of the Loan Parties and the Lenders; (b) payment of all fees and expenses owed to the Lenders, the Administrative Agent, and the Administrative Agent’s counsel in connection with this Sixth Amendment and the Credit Agreement (including, without limitation, any such fees and expenses payable pursuant to any fee letter entered into between the Borrowers and the Administrative Agent in connection herewith); and (c) such other documents as may be reasonably requested by the Administrative Agent. 12. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement. 13. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreements, hereby continues to secure the Obligations. 14. Each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that (i) such Loan Party has the legal power and authority to execute and deliver this Sixth Amendment, (ii) the officers of such Loan Party executing this Sixth Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and of the Credit Agreement and all documents executed or to be executed in connection herewith or therewith, do not violate or conflict with the organizational agreements of such Loan Party or any law applicable to such Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Loan Party, and (iv) this Sixth Amendment, the Credit Agreement and the documents executed or to be executed by such Loan Party in connection herewith or therewith constitute legal, valid and binding obligations of such Loan Party in every respect, enforceable in accordance with their respective terms. 15. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Sixth Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified or updated in writing in accordance with the Credit Agreement, and (iii) it presently has no known claims or actions of any kind at law or in equity against any Lender or the Administrative Agent arising out of or in any way relating to the Credit Agreement or the other Loan Documents. 16. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 17. The agreements contained in this Sixth Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Sixth Amendment amends the Credit Agreement and is not a novation thereof. 18. This Sixth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. 19. This Sixth Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each Loan Party hereby consents to the jurisdiction and venue of the Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or mentioning this Sixth Amendment.

Keepwell. Each Credit Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each other Guarantor to guaranty and otherwise honor all of its payment obligations under its Guarantee and the other Credit Documents Guaranty in respect of such Swap Obligation Obligations (butas defined in the Credit Agreement) under any Secured Rate Contract (as defined in the Credit Agreement) (provided, in however, that each case, Qualified ECP Guarantor shall only up to be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 Section, or otherwise under the Guarantee Loan Documents (as defined in the Credit Agreement), voidable under applicable law Requirements of Law (as defined in the Credit Agreement) relating to voidable transfers, fraudulent conveyance conveyances, or fraudulent transfertransfers, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid payment in full or the release of such Guarantor in accordance with Section 25 of the GuaranteeLiabilities. Each Qualified ECP Guarantor intends that this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Party other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. As used in this Section, “Qualified ECP Guarantor” means, in respect of any Swap Obligation under a Secured Rate Contract, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant guaranty, keepwell, or grant of the relevant security interest becomes effective with respect to such Swap Obligation under a Secured Rate Contract or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Keepwell. Each Credit Party that (a) Borrower is a Qualified ECP Guarantor at Credit Party and hereby guarantees the time payment and performance of all Obligations of each Loan Party (other than the Guarantee or the grant of the security interest under the Credit Documents, in each case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly Borrower) and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Party with respect to such Swap Obligation as may be needed by such Specified Credit Party from time to time by each Benefitting Loan Party in order for such Benefitting Loan Party to honor all of its obligations (without giving effect to Section 12.22(b)) under its Guarantee the Guaranty and any other Security Instrument including obligations with respect to Swap Agreements (provided, however, that the other Credit Documents in respect of such Swap Obligation (but, in each case, Borrower shall only up to be liable under this Section 12.22(a) for the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s its obligations and undertakings under this Section 9.18 12.22(a), or the Guarantee otherwise under this Agreement or any Loan Document, as it relates to such Benefitting Loan Party, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor the Borrower under this Section 9.18 12.22 (a) shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been Cash Collateralized on terms and conditions set forth in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or to the release of such Guarantor in accordance with Section 25 Lenders, the Administrative Agent and all Secured Swap Providers, and all of the GuaranteeLenders’ Commitments are terminated. Each Qualified ECP Guarantor The Borrower intends that this Section 9.18 to 12.22(a) constitute, and this Section 9.18 12.22(a) shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Benefitting Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. (b) Notwithstanding any other provisions of this Agreement or any other Loan Document, Obligations guaranteed by any Loan Party, or secured by the grant of any Lien by any Loan Party under any Security Instrument, shall exclude all Excluded Swap Obligations with respect to such Loan Party. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: XXXXXXX ENERGY CORPORATION, a Delaware corporation By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Executive Vice President, Chief Financial Officer and Secretary OTHER LOAN PARTIES: SEP HOLDINGS III, LLC, a Delaware limited liability company XX XXXXXXX LLC, a Delaware limited liability company SN COTULLA ASSETS, LLC, a Texas limited liability company SN OPERATING, LLC, a Texas limited liability company SN TMS, LLC, a Delaware limited liability company SN CATARINA, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx Executive Vice President — Chief Financial Officer ADMINISTRATIVE AGENT: ROYAL BANK OF CANADA, as Administrative Agent By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Manager, Agency LENDERS: ISSUING BANK AND LENDER: ROYAL BANK OF CANADA, as Issuing Bank and a Lender By: /s/ Xxxxx Xxxxx, Jr. Name: Xxxxx Xxxxx, Jr. Title: Authorized Signatory LENDERS: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director COMPASS BANK, as a Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President SUNTRUST BANK, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President ING CAPITAL LLC, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Managing Director UNION BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President SOCIÉTÉ GENÉRALÉ, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director IBERIABANK, as a Lender By: /s/ W. Xxxxx Xxxxxxx Name: W. Xxxxx Xxxxxxx Title: Executive Vice President BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director SUMITOMO MITSUI BANKING CORPORATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Senior Vice President COMERICA BANK, as a Lender By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Director Royal Bank of Canada 10.000000 % $ 43,333,333.34 $ 152,941,176.45 Capital One, National Association 10.196078 % $ 43,333,333.34 $ 152,941,176.45 Compass Bank 8.921569 % $ 37,916,666.67 $ 133,823,529.42 SunTrust Bank 8.921569 % $ 37,916,666.67 $ 133,823,529.42 Credit Suisse AG, Cayman Islands Branch 6.372549 % $ 27,083,333.33 $ 95,588,235.29 Branch Banking and Trust Company 6.372549 % $ 27,083,333.33 $ 95,588,235.29 ING Capital LLC 6.372549 % $ 27,083,333.33 $ 95,588,235.29 Union Bank, National Association 6.372549 % $ 27,083,333.33 $ 95,588,235.29 Sociètè Genèralè 6.372549 % $ 27,083,333.33 $ 95,588,235.29 IBERIABANK 6.372549 % $ 27,083,333.33 $ 95,588,235.29 BMO Xxxxxx Bank, N.A. 4.705882 % $ 20,000,000.00 $ 70,588,235.30 Credit Agricole Corporate and Investment Bank 4.705882 % $ 20,000,000.00 $ 70,588,235.30 Sumitomo Mitsui Banking Corporation 3.529412 % $ 15,000,000.00 $ 52,941,176.48 U.S. Bank National Association, 3.529412 % $ 15,000,000.00 $ 52,941,176.48 Comerica Bank 3.529412 % $ 15,000,000.00 $ 52,941,176.48 Fifth Third Bank 3.529412 % $ 15,000,000.00 $ 52,941,176.48 TOTAL 100 % $ 425,000,000.00 $ 1,500,000,000.00 $[ ] [ ], [ ] FOR VALUE RECEIVED, XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), the lesser of (i) [ ] DOLLARS ($[ ]) and (ii) the aggregate unpaid Loans made by the Lender pursuant to the Credit Agreement, as hereinafter defined, in lawful money of the U.S. and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement referred to below. All capitalized terms used herein and not otherwise defined that are defined in the Credit Agreement have the meanings as defined in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Note outstanding from time to time from the date hereof until such principal amount is paid in full, at the place and at such interest rates as are specified in the Credit Agreement. This Note is one of the Notes referred to in, and the Note and all provisions herein are entitled to the benefits and are subject to the terms of, the Second Amended and Restated Credit Agreement, dated as of June 30, 2014, among the Borrower, Royal Bank of Canada, as Administrative Agent, and the other agents and lenders signatory thereto (including the Lender) (as the same may be amended or otherwise modified from time to time, the “Credit Agreement”). The obligations of the Borrower hereunder are secured by the Security Documents (subject to the limitations contained in the Security Documents and the Credit Agreement). The Credit Agreement, among other things, (a) provides for the making of advances by the Lender and other Lenders to the Borrower from time to time, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified, and for limitations on the amount of interest paid such that no provision of the Credit Agreement or this Note shall require the payment or permit the collection of interest in excess of interest accruing at the Highest Lawful Rate. The Borrower waives grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate or acceleration, protest and notice of protest and diligence in collecting and bringing of suit against any party hereto. This Note shall be governed by and construed under the laws of the State of New York and the applicable laws of the U.S. XXXXXXX ENERGY CORPORATION, a Delaware corporation By: Name: Title: [ ], 20[ ] XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of June 30, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Royal Bank of Canada, as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 20[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (v) The amount equal to the least of (x) the Aggregate Maximum Credit Amount, (y) the currently effective Borrowing Base in effect on the date hereof and (z) the Aggregate Elected Commitment Amount is $[ ]; (vi) Total Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and (vii) Pro forma total Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and (viii) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that (a) the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement, (b) that no Default or Event of Default exists, and (c) after giving effect to the Borrowing request made herein the total Credit Exposure will not exceed the least of (x) the Aggregate Maximum Credit Amount, (y) the Borrowing Base and (z) the Aggregate Elected Commitment Amount, in each case, as now in effect. XXXXXXX ENERGY CORPORATION, a Delaware corporation By: Name: Title: [ ], 200[ ] XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), pursuant to Section 2.04 of the Second Amended and Restated Credit Agreement dated as of June 30, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Royal Bank of Canada, as Administrative Agent and the lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: (i) The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [ ]; (ii) The effective date of the election made pursuant to this Interest Election Request is [ ], 20[ ];[and] (iii) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and] (iv) [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. The undersigned certifies that he/she is the [ ] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement. XXXXXXX ENERGY CORPORATION, a Delaware corporation By: Name: Title: The undersigned hereby certifies that he/she is the [ ] of XXXXXXX ENERGY CORPORATION, a Delaware corporation (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Second Amended and Restated Credit Agreement dated as of June 30, 2014 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”), among the Borrower, Royal Bank of Canada, as Administrative Agent and the lenders (the “Lenders”) which are or become a party thereto, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified), to my knowledge after reasonable investigation: (a) The representations and warranties of the Borrower contained in ARTICLE VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Required Lenders have expressly consented in writing to the contrary [and except to the extent attributable to [the breach[es] or non-compliance[s] described under clause (b) below][,][and][the event described in clause (c) below][and][the Default[s] or Event[s] of Default described in clause (d) below]. (b) The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by the Borrower prior to or at the time of delivery hereof [or specify default and describe]. (c) Since March 31, 2014, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect [or specify event].

Keepwell. (a) Each Credit Party U.S. Obligor that is not a Specified Non-U.S. Obligor and each Non-U.S. Obligor that is not a Specified Non-U.S. Obligor, in each case, that is a Qualified ECP Guarantor at the time the Guarantee Guaranty in this Article XI by any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Loan Party”) or the grant of the a security interest under the Credit DocumentsLoan Documents by any such Specified Loan Party, in each either case, by any Specified Credit Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Credit Loan Party with respect to such Swap Obligation as may be needed by such Specified Credit Loan Party from time to time to honor all of its obligations under its Guarantee and the other Credit Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 9.18 or the Guarantee Article XI voidable under applicable law relating Debtor Relief Laws, and not for any greater amount). (b) Each Non-U.S. Obligor that is a Qualified ECP Guarantor at the time the Guaranty in this Article XI by any Non-U.S. Obligor that is not then an “eligible contract participant” under the Commodity Exchange Act (a “Specified Non-U.S. Loan Party”) or the grant of a security interest under the Loan Documents by any such Specified Non-U.S. Loan Party, in either case, becomes effective with respect to fraudulent conveyance any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or fraudulent transferother support to each Specified Non-U.S. Loan Party with respect to such Swap Obligation as may be needed by such Specified Non-U.S. Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article XI voidable under applicable Debtor Relief Laws, and not for any greater amount). CHAR1\1976173v4 (c) The obligations and undertakings of each Qualified ECP Guarantor under this Section 9.18 shall remain in full force and effect until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit Obligations have been Cash Collateralized on terms indefeasibly paid and conditions set forth performed in Section 3.8 hereof) and the Loans and Unpaid Drawings, together with interest, fees and all other Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations not then due) are paid in full or the release of such Guarantor in accordance with Section 25 of the Guaranteefull. Each Qualified ECP Guarantor Loan Party intends this Section 9.18 to constitute, and this Section 9.18 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, of each Specified Credit Loan Party for all purposes of the Commodity Exchange Act.