Common use of Lender Joinder Clause in Contracts

Lender Joinder. 5.1. Each of the Lenders identified on the signature pages hereto as a “New Lender” (a) represents and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.

Lender Joinder. 5.1. Each In consideration of the Lenders identified on the signature pages hereto as a “New Lender” foregoing, Lender agrees that (a) represents and warrants that it is either a commercial lenderLender must, other financial institution at Lender's sole cost, repair any damage in or other “accredited” investor (as defined in Rule 501(a) about the Leased Premises caused by any entry or removal of Regulation D promulgated under the Securities Act of 1933, as amended) that makes Tenant's Personal Property by Lender or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of businessagents; (b) confirms that it Lender must pay to Landlord all rent and other charges due under the Lease during the period commencing on the date on which Lender has received a copy the right to access the Leased Premises, as set forth in Landlord's Availability Notice to Lender (the "Access Date") through the date of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof removal and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreementrepair; (c) agrees that it willLender has no right to change the locks or otherwise restrict Landlord's access to the Leased Premises, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLandlord's prior written consent; (d) appoints and authorizes if Lender fails to remove all of Tenant's Personal Property within the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under 30 day period following the Credit Agreement as are delegated to Accesss Date, Landlord may remove, dispose or otherwise store Tenant's Personal Property outside the Administrative Agent by the terms thereofLeased Premises, together with such powers and discretion as are reasonably incidental theretoat Lender's sole cost; (e) agrees thatLender has no right to conduct any auction or other sale of Tenant's Personal Property at, from or within the Leased Premises, except at such times and upon such terms as of Landlord may deem acceptable, in Landlord's reasonable discretion; (f) Landlord or its agents may access and perform work within the date hereof, such Lender shall (i) be a party to Leased Premises during the Credit Agreement period in which the removal and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) perform all of the obligations that, by the terms of the Credit Agreement, are required to be repair work described above is being performed by it Lender (or its agents), so long as a “Landlord's work does not unreasonably interfere with Lender” under the Credit Agreement, 's (ivor its agent's) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalfwork; and (fg) agrees nothing herein (other than Landlord's agreement to waive subordinate) shall waive, modify or otherwise restrict any of Landlord's rights, remedies and recourse under the borrowing notice provisions Lease or otherwise upon Tenant's default. EXECUTED this 7th day of Section 2.02(a) June, 2000. LENDER: FLEET CAPITAL CORPORATION By: /s/ Xxxxx X. Xxxxxxx -------------------------------- Name: Xxxxx X. Xxxxxxx ------------------------------ Title: Vice President/Sr. Lender ------------------------------ SCHEDULE A EQUIPMENT Attached hereto and made part of the Credit Agreement with respect to following documents: Lease Schedule No. 35076-00002 Acceptance Certificate and UCC Financing Statement(s) With: NAVISITE, INC. -------------------------------------------------------------------------------- Quantity Model Unit# Description Serial#/Vin# -------- ----- ----- ----------- ------------ LOC# (01) ELECTRICAL ITEMS AS MORE FULLY DESCRIBED BELOW: VENDOR: XXXXXXXX POWER (CAT) -------------------------------------------------------------------------------- SCHEDULE A EQUIPMENT Attached hereto and made part of the advances made by it on following documents: Lease Schedule No. 35076-00002 Acceptance Certificate and UCC Financing Statement(s) With: NAVISITE, INC. -------------------------------------------------------------------------------- Quantity Model Unit# Description Serial#/Vin# -------- ----- ----- ----------- ------------ VENDOR: RUSSELECTRIC INC. 1 Generator Paralleling and Distribution Switchgear; including, but not limited to, the date hereof.following: 1 Master/Generator Control Cubicle CC 5 Circuit Breaker Cubicle VENDOR: IEM

Lender Joinder. 5.1. (a) Each Joining Lender acknowledges, agrees and confirms, by its execution of this Amendment, (i) it will be deemed to be a party to the Lenders identified on the signature pages hereto Amended Loan Agreement as a “New Lender” (a) represents for all purposes of the Amended Loan Agreement and warrants that it is either the other Loan Documents, and shall have all of the obligations of a commercial lender, other financial institution or other “accreditedLender” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act Amended Loan Agreement as if it had executed the Amended Loan Agreement and be subject to the other Loan Documents as a “Lender”; (ii) to be bound by all of 1933the terms, as amended) that makes or acquires loans provisions and conditions contained in the ordinary course of business Amended Loan Agreement and the other Loan Documents that it will make or acquire the Loans for its own account in the ordinary course of businessare applicable to “Lenders” thereunder; (biii) confirms that its Commitments and Commitment Percentage shall be as set forth on Schedule 1 to the Amended Loan Agreement (after giving effect to this Amendment); (iv) it has received a copy of the Credit AgreementAmended Loan Agreement and the other Loan Documents, together with copies of the most recent financial statements referred required to in Section 7.01 thereof be delivered (or made available by filings with the SEC) pursuant to the Amended Loan Agreement and such other documents and information as it has deemed appropriate deems appropriate, independently and without reliance upon the Agent, any other Lender or any of their Related Parties, to make its own credit analysis and decision to enter into this AgreementAmendment and to become a “Lender” under the Amended Loan Agreement and the other Loan Documents; (cv) agrees that it will, independently and without reliance upon the Administrative Agent or Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit decisions in taking or not taking action under or based upon the Credit Amended Loan Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder; (dvi) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion it is permitted under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as Section 10.10 of the date hereof, such Lender shall (i) be a party to the Credit Existing Loan Agreement and the other Amended Loan Documents Agreement to which Lenders are a party, (ii) be a “Lender”; and (vii) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated by the Amended Loan Agreement and hereby and to become a “Lender” for all purposes of under the Credit Amended Loan Agreement and the other Loan Documents, (iii) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.

Lender Joinder. 5.1. Each Upon execution of the Lenders this Seventh Amendment, each Lender identified on the signature pages Schedule 1.3 hereto as (each a “New Lender” ”) shall be a party to the Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents. Each New Lender (a) represents and warrants that it is either a commercial lenderlegally authorized to enter into this Seventh Amendment and this Seventh Amendment is the legal, other financial institution or other “accredited” investor (as defined valid and binding obligation of such New Lender, enforceable against it in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for accordance with its own account in the ordinary course of businessterms; (b) confirms that it has received a copy of the Credit Agreement, together with copies this Seventh Amendment and all of the financial statements referred to in Section 7.01 thereof Exhibits and Schedules thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementSeventh Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) appoints and authorizes agrees that it will be bound by the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under provisions of the Credit Agreement as are delegated to and will perform in accordance with its terms all the Administrative Agent obligations which by the terms thereof, together with such powers and discretion of the Credit Agreement are required to be performed by it as are reasonably incidental thereto; (e) a Lender. The Commitment of each New Lender after giving effect to this Seventh Amendment shall be as set forth on Annex A to this Seventh Amendment. Each of the Loan Parties agrees that, as of the date hereofSeventh Amendment Effective Date, such each New Lender shall (ia) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party(as applicable), (iib) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iiic) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.

Lender Joinder. 5.1. (a) Each New Lender, by its execution of this Amendment, hereby acknowledges, agrees and confirms that such New Lender will, as of the Lenders identified on Fifth Amendment Effective Date, be a party to the signature pages hereto as Loan Agreement and be bound by the provisions of the Loan Agreement and other Loan Documents and have the rights and obligations of a “Lender thereunder. (b) Each New Lender” Lender (ai) represents and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of businesslegally authorized to enter into this Amendment; (bii) confirms that it has received a copy of the Credit AgreementLoan Agreement and Loan Documents and all amendments thereto, together with copies of the most recent financial statements referred to in Section 7.01 thereof delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (ciii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit AgreementLoan Agreement or any other instrument or document furnished pursuant hereto or thereto; (div) appoints and authorizes the Administrative Agent to take such action as agent actions on its behalf and to exercise such powers and discretion under the Credit Agreement Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (ev) agrees that, that as of the date hereof, such Lender shall (i) be Fifth Amendment Effective Date it will become a party to and will be bound by the Credit provisions of the Loan Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) will perform in accordance with their terms all of the obligations that, which by the terms of the Credit Agreement, Loan Agreement are required to be performed by it as a “Lender” under . Each party hereto acknowledges and agrees that the Credit Agreement, (iv) shall have the rights and obligations Commitments of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such each New Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.

Lender Joinder. 5.1To the extent necessary to give effect to the reallocations of the Commitments and Obligations effected by the amendment to Schedule 2.01 to the Existing Credit Agreement, each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Commitments of such Existing Lender on the First Amendment Effective Date and the Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date). Additionally, from and after the First Amendment Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Amended Credit Agreement, as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 10.04 of the Existing Credit Agreement which expressly survive such assignment) and be released from its obligations under the Existing Credit Agreement, as amended hereby. Each of the Lenders identified on the signature pages hereto as a “New Lender” Existing Lender (ai) represents and warrants that it is either a commercial lenderthe legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial institution condition of any Loan Party or other “accredited” investor (as defined in Rule 501(a) the performance or observance by any Loan Party of Regulation D promulgated any of its obligations under the Securities Act of 1933, as amended) that makes Loan Documents or acquires loans in the ordinary course of business and that it will make any other instrument or acquire the Loans for its own account in the ordinary course of business; document furnished pursuant thereto. Each New Lender (bi) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (cii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Existing Credit Agreement, as amended hereby; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Existing Credit Agreement Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (eiv) agrees that, as that it will perform in accordance with the terms of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) perform all of the obligations that, that by the terms of the Existing Credit Agreement, as amended hereby, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, ; and (v) ratifies and approves that is not a United States person shall have provided all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of forms required under Section 2.02(a) 3.01 of the Existing Credit Agreement with respect to the advances made by it on the date hereofAgreement.

Lender Joinder. 5.1. Each Upon execution of the Lenders this Sixth Amendment, each Lender identified on the signature pages Schedule 1.4 hereto as (each a “New Lender” ”) shall be a party to the Credit Agreement and have all of the rights and obligations of a Lender thereunder and under the other Loan Documents. Each New Lender (a) represents and warrants that it is either a commercial lenderlegally authorized to enter into this Sixth Amendment and this Sixth Amendment is the legal, other financial institution or other “accredited” investor (as defined valid and binding obligation of such New Lender, enforceable against it in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for accordance with its own account in the ordinary course of businessterms; (b) confirms that it has received a copy of the Credit Agreement, together with copies this Sixth Amendment and all of the financial statements referred to in Section 7.01 thereof Exhibits and Schedules thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementSixth Amendment; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and (d) appoints and authorizes agrees that it will be bound by the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under provisions of the Credit Agreement as are delegated to and will perform in accordance with its terms all the Administrative Agent obligations which by the terms thereof, together with such powers and discretion of the Credit Agreement are required to be performed by it as are reasonably incidental thereto; (e) a Lender. The Commitment of each New Lender after giving effect to this Sixth Amendment shall be as set forth on Annex B to this Sixth Amendment. Each of the Loan Parties agrees that, as of the date hereofSixth Amendment Effective Date, such each New Lender shall (ia) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party(as applicable), (iib) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, and (iiic) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.

Lender Joinder. 5.1. Each The Funding Lender hereby acknowledges and agrees that on the date hereof, it shall become a Lender under the Loan Agreement and that it will (i) be bound by the terms of the Lenders identified on Loan Agreement as fully and to the signature pages hereto same extent as if the undersigned were an original Lender under the Loan Agreement, (ii) perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a “New Lender” Lender and (iii) agrees to execute and deliver such other instruments, and take such other actions, as the other Lenders or any Loan Party may reasonably request in connection with the transactions contemplated by this Amendemnt. The Funding Lender (a) represents and warrants that (i) it is either has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated Lender under the Securities Act Loan Agreement, (ii) from and after the date hereof, it shall be bound by the provisions of 1933the Loan Agreement and shall have the obligations of a Lender thereunder, as amendedand (iii) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof Loan Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreementletter agreement and to advance the Incremental Term Loan and any other Loan under the Loan Agreement from time to time on the basis of which it has made such analysis and decision; and (cb) agrees that it will, independently and without reliance upon the Administrative Agent or on any other Lender Lender, and based on such documents and information as it shall deem appropriate at the that time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints Loan Documents. From and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of after the date hereof, such by execution of this Amendment, the Funding Lender shall (i) and other Lenders hereby acknowledge, agree and confirm that the Funding lender will be deemed to be a party to the Credit Loan Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Loan Agreement and the other Loan Documents, (iii) perform all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement with respect to the advances made by it on the date hereof.

Lender Joinder. 5.1. Each From and after the First Amendment Effective Date, by execution of the Lenders this Amendment, each Person identified on the signature pages hereto as an New Lender (individually a “New Lender” (aand collectively, the “New Lenders”) represents hereby acknowledges, agrees and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as by its execution of the date hereofthis Amendment, such Lender shall (i) Person will be deemed to be a party to the Existing Credit Agreement (as amended hereby) and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Existing Credit Agreement (as amended hereby), and the other Loan Documents, (iii) perform shall have all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender thereunder as if it had executed the Existing Credit Agreement (as amended hereby). Such Person hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Lenders contained in the Existing Credit Agreement (as amended hereby). PART 7 RELEASE OF ORCHARD RIDGE NURSING CENTER LLC AND OAKHURST MANOR NURSING CENTER LLC AS BORROWERS AND REQUIREMENT TO BECOME SUBSIDIARY GUARANTORS From and after the First Amendment Effective Date, by execution of this Amendment by the parties hereto, (a) all of the Administrative Agent’s and the Lenders’ commitments (if any) to extend further credit to Orchard Ridge Nursing Center LLC and Oakhurst Manor Nursing Center LLC (individually, a “Released Borrower” and collectively, the “Released Borrowers”) under the Credit Documents shall automatically terminate; (b) subject only to clause (c) below, each of the Released Borrowers shall be automatically released as a “Borrower” for all purposes of and under the Credit Agreement and the other Loan Credit Documents and all liens, encumbrances, security interests and pledges securing the respective Obligations under the Credit Agreement and such other Credit Documents of the Released Borrowers shall be automatically released; (c) each Released Borrower shall be automatically released and discharged from all Obligations, claims and demands under the Credit Documents, except for (i) obligations and liabilities for fees and expenses and indemnification obligations and liabilities owing to the Administrative Agent or any Lender that pursuant to the express terms of the Credit Documents survive the termination of the Credit Documents and (vii) ratifies and approves all acts previously taken by the Collateral Agent on obligation of such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Released Borrower under Section 2.02(a6.14(b) of the Credit Agreement to become a “Subsidiary Guarantor” and as required by Subpart 5.4 hereof; (d) each Released Borrower (or their designee) shall be authorized to file such Uniform Commercial Code termination statements and release documents with the appropriate filing offices, in each case, as are reasonably necessary to release the Administrative Agent’s security interests with respect to the advances collateral granted by such Released Borrower pursuant to the Credit Documents; provided, however, that any and all such Uniform Commercial Code termination statements shall be prepared and recorded at the Borrowers’ expense; and (e) the Administrative Agent shall cause to be delivered to the Parent Borrower, such other release satisfaction and/or termination documents, if any, reasonably requested by the Parent Borrower to evidence the termination and release of the liens, encumbrances, mortgages, deeds of trust, subordination non-disturbance and attornment agreements, security interests and pledges, made or given by it on the date hereofReleased Borrowers securing the Obligations of each such Released Borrower; provided, however, that any and all such terminations and releases shall be prepared and recorded at the Borrowers’ expense.

Lender Joinder. 5.1. Each As of the Lenders identified on the signature pages hereto as Commitment Increase Effective Date, each of Comerica Bank, Zions Bancorporation, N.A. and KeyBank National Association (each a “New Joining Lender” ”) acknowledges, agrees and confirms, by its execution of this Amendment, (a) represents and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred be deemed to in Section 7.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (e) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) perform and shall have all of the obligations that, by the terms of the Credit Agreement, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement as if it had executed the Credit Agreement; (b) to be bound by, all of the terms, provisions and conditions contained in the Credit Agreement; (c) its Commitment and Applicable Percentage shall be as set forth on Schedule 2.01 attached as Annex C hereto; (d) it has received a copy of the Credit Agreement, copies of the most recent financial statements delivered pursuant to Section 6.01 thereof and such other documents and information as it deems appropriate, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties, to make its own credit analysis and decision to enter into this Lender Joinder Agreement and to become a Lender under the Credit Agreement; (e) it will, independently and without reliance upon the Administrative Agent, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon the Credit Agreement, any other Loan DocumentsDocument or any related agreement or any document furnished hereunder or thereunder; (f) it is an Eligible Assignee; (g) it has full power and authority, and (v) ratifies has taken all action necessary, to execute and approves all acts previously taken by deliver this Amendment and to consummate the Collateral Agent on such Lender’s behalftransactions contemplated hereby and to become a Lender under the Credit Agreement; and (fh) agrees it has provided the Administrative Agent with its administrative details, together with any documentation required to waive be delivered pursuant to the borrowing notice provisions of Section 2.02(a) terms of the Credit Agreement with respect to the advances made by it on the date hereof.if such Joining Lender is a Foreign Lender. (Signature Pages Follow)

Lender Joinder. 5.1Each Existing Lender hereby sells and assigns, without recourse, to the Existing Lenders and/or New Lenders, as applicable, and each New Lender and/or Existing Lender, as applicable, hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in such Existing Lender’s rights and obligations under the Existing Credit Agreement (including, without limitation, the Revolving Commitments of such Existing Lender on the First Amendment Effective Date and the Credit Party Obligations owing to such Existing Lender that are outstanding on the First Amendment Effective Date) as shall be necessary in order to give effect to the reallocations of the Revolving Commitments and Credit Party Obligations effected by the amendment to Schedule 2.1(a) to the Existing Credit Agreement pursuant to Subpart 2.5 hereof. From and after the First Amendment Effective Date (i) each of the New Lenders shall be a party to and be bound by the provisions of the Credit Agreement, as amended hereby, and, to the extent of the interests assigned hereby, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) each Existing Lender shall, to the extent of the interests assigned hereby, relinquish its rights (other than indemnification rights pursuant to Section 11.5 of the Existing Credit Agreement) and be released from its obligations under the Credit Agreement, as amended hereby. Each of the Lenders identified on the signature pages hereto as a “New Lender” Existing Lender (ai) represents and warrants that it is either a commercial lenderthe legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial institution condition of any Credit Party or other “accredited” investor (as defined in Rule 501(a) the performance or observance by any Credit Party of Regulation D promulgated any of its obligations under the Securities Act of 1933, as amended) that makes Credit Documents or acquires loans in the ordinary course of business and that it will make any other instrument or acquire the Loans for its own account in the ordinary course of business; document furnished pursuant thereto. Each New Lender (bi) confirms that it has received a copy of the Existing Credit Agreement, together with copies of the financial statements referred to in Section 7.01 thereof Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (cii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, as amended hereby; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement Agreement, as amended hereby, as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (eiv) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) that it will perform in accordance with their terms all of the obligations that, that by the terms of the Credit Agreement, as amended hereby, are required to be performed by it as a “Lender” under the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, ; and (v) ratifies and approves that is not a United States person shall have provided all acts previously taken by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of forms required under Section 2.02(a) 3.11 of the Existing Credit Agreement with respect to the advances made by it on the date hereofAgreement.

Lender Joinder. 5.1. Each This Amendment constitutes a Lender joinder agreement and by signing this Amendment, the New Lender shall from and after the date hereof be deemed to be a party to the Credit Agreement and a “Lender” for all purposes of the Lenders identified Credit Agreement and the other Facility Documents, with a several, but not joint, Commitment in the amount set forth opposite its name on Appendix B hereto, and shall have all of the signature pages hereto as rights and obligations of a “Lender under the Credit Agreement and the other Facility Documents. The New Lender” : (a) represents and warrants that it is either a commercial lender, other financial institution or other “accredited” investor (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended) that makes or acquires loans in the ordinary course of business and that it will make or acquire the Loans for its own account in the ordinary course of business; (bi) confirms that it has received a copy of the Credit AgreementAgreement and the other Facility Documents, together with copies of the any financial statements referred delivered pursuant to in Section 7.01 thereof 5.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this AgreementAmendment; (cii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under or in connection with any of the Credit AgreementFacility Documents; (diii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement Facility Documents, in each case as are delegated to the Administrative Agent by the terms thereof, together with such powers ; and discretion as are reasonably incidental thereto; (eiv) agrees that, as of the date hereof, such Lender shall (i) be a party to the Credit Agreement and the other Loan Documents to which Lenders are a party, (ii) be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents, (iii) that it will perform in accordance with their terms all of the obligations that, that by the terms of the Credit Agreement, Facility Documents are required to be performed by it as a “Lender” under . On the Effective Date (as defined below), the New Lender shall make a payment to the Administrative Agent for the account of the other Lenders, in an amount calculated by the Administrative Agent, so that after giving effect to such payment and to the distribution thereof to the other Lenders in accordance with the Credit Agreement, (iv) shall have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents, and (v) ratifies and approves all acts previously taken Advances are held ratably by the Collateral Agent on such Lender’s behalf; and (f) agrees to waive the borrowing notice provisions of Section 2.02(a) of the Credit Agreement Lenders in accordance with respect to the advances made by it on the date hereoftheir respective Commitments.