Form 8-K

8-K — NEWMARK GROUP, INC.

Accession: 0001213900-26-045911

Filed: 2026-04-21

Period: 2026-04-17

CIK: 0001690680

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287013-8k_newmark.htm (Primary)

EX-10.1 — THIRD AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF APRIL 17, 2026, BY AND AMONG NEWMARK GROUP, INC., AS THE BORROWER, CERTAIN SUBSIDIARIES OF THE BORROWER, AS GUARANTORS, THE SEVERAL FINANCIAL INSTITUTIONS FROM TIME TO TIME AS PARTIES THERETO (ea028701301ex10-1.htm)

EX-99.1 — NEWMARK GROUP, INC. PRESS RELEASE, DATED APRIL 21, 2026 (ea028701301ex99-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001690680

2026-04-17

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM 8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 17, 2026

Newmark Group, Inc.

(Exact

name of Registrant as specified in its charter)

Delaware

001-38329

81-4467492

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

125 Park Avenue, New York, NY 10017

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (212) 372-2000

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.01 par value

NMRK

The

NASDAQ Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging

growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry

into a Material Definitive Agreement.

The

information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.03. Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The

information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other

Events.

April 17, 2026, Newmark Group, Inc. (“Newmark” or the “Company”) entered into the Third Amended and Restated

Credit Agreement (“Third A&R Credit Agreement”), which amends and restates that certain Second Amended and Restated Credit

Agreement dated as of April 26, 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing

Credit Agreement”), by and among the Company, the several financial institutions from time to time party thereto, as Lenders, and

Bank of America, N.A., as Administrative Agent, pursuant to which the Lenders provided to the Company a $900 million unsecured senior

revolving credit facility (the “Revolving Credit Facility”), which the Company has the right to increase up to $1.1 billion

subject to certain conditions being met. The Third A&R Credit Agreement shall, among other things, (a) increase the amount available

to the Company under the Revolving Credit Facility to $900 million and (b) extend the maturity date of the Revolving Credit Facility

to April 17, 2030.

Borrowings

under the Revolving Credit Facility will bear interest at a per annum rate equal to, at the Company’s option, either (a) Term

SOFR for interest periods of one or three months, as selected by the Company, or upon the consent of all Lenders, such other period that

is 12 months or less (in each case, subject to availability), as selected by the Company, plus an applicable margin, or (b) a base

rate equal to the greatest of (i) the federal funds rate plus 0.50%, (ii) the prime rate as established by the Administrative Agent,

(iii) Term SOFR plus 1.00%, and (iv) 1.00%, in each case plus an applicable margin. The applicable margin will initially be 1.625%

with respect to Term SOFR borrowings in clause (a) above and 0.625% with respect to base rate borrowings in clause (b) above.

The applicable margin with respect to Term SOFR borrowings in clause (a) above will range from 1.125% to 1.875% depending upon the

Company’s credit ratings, and with respect to base rate borrowings in clause (b) above will range from 0.125% to 0.875% depending

upon the Company’s credit ratings. Using data from Bloomberg for the “30 Day Average SOFR Secured Overnight Financing Rate”,

the interest rate based on clause (a) above on any borrowing under the Credit Facility would have been approximately 5.27% as of market

close on April 17, 2026. The Third A&R Credit Agreement also provides for certain upfront and arrangement fees and for an unused

facility fee.

The

Third A&R Credit Agreement contains financial covenants with respect to minimum interest coverage and maximum leverage ratio which

are the same as in the Existing Credit Agreement. The Third A&R Credit Agreement also contains certain other customary affirmative

and negative covenants and events of default.

The

Company plans to use funds borrowed under the Third A&R Credit Agreement for general corporate purposes.

The

foregoing description of the Third A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference

to the actual terms of the Third A&R Credit Agreement, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein

by reference.

April 21, 2026, the Company issued a press release announcing the Third A&R Credit Agreement. A copy of this press release is attached

hereto as Exhibit 99.1 and is incorporated herein by this reference.

Discussion

of Forward-Looking Statements about Newmark

Statements

in this document regarding Newmark that are not historical facts are “forward-looking statements” that involve risks and

uncertainties, which could cause actual results to differ from those contained in the forward-looking statements. These include statements

about the Company’s business, results, financial position, liquidity and outlook, which may constitute forward-looking statements

and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required

by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion of additional risks and uncertainties,

which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and

Exchange Commission filings, including, but not limited to, the risk factors and Special Note on Forward-Looking Information set forth

in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports

on Form 10-K, Form 10-Q or Form 8-K.

Item 9.01. Financial

Statements and Exhibits.

(d) Exhibits.

The

exhibit index set forth below is incorporated by reference in response to this Item 9.01.

EXHIBIT

INDEX

Exhibit

Number

Description

10.1.

Third Amended and Restated Credit Agreement, dated as of April 17, 2026, by and among Newmark Group, Inc., as the Borrower, certain subsidiaries of the Borrower, as Guarantors, the several financial institutions from time to time as parties thereto, as Lenders, and Bank of America, N.A., as Administrative Agent

99.1

Newmark Group, Inc. Press Release, dated April 21, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed

on its behalf by the undersigned hereunto duly authorized.

Newmark Group, Inc.

Date: April 21, 2026

By:

/s/ Michael J. Rispoli

Name:

Michael J. Rispoli

Title:

Chief Financial Officer

EX-10.1

Filename: ea028701301ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

Deal CUSIP No. 65158QAG0

Revolver CUSIP No. 65158QAH8

THIRD AMENDED AND RESTATED CREDIT

AGREEMENT

Dated as of April 17, 2026

among

NEWMARK GROUP, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C

Issuer,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

KEYBANK NATIONAL ASSOCIATION,

LLOYDS BANK PLC,

NATIONAL WESTMINSTER BANK PLC,

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

ROYAL BANK OF CANADA,

U.S. BANK NATIONAL ASSOCIATION,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

INDUSTRIAL AND COMMERCIAL BANK

OF CHINA LIMITED, NEW YORK BRANCH,

BMO BANK N.A.,

and

THE HUNTINGTON NATIONAL BANK,

as Co-Documentation Agents,

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BOFA SECURITIES, INC.,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

KEYBANC CAPITAL MARKETS, INC.,

LLOYDS BANK PLC,

NATIONAL WESTMINSTER BANK PLC,

PNC CAPITAL MARKETS, LLC,

REGIONS CAPITAL MARKETS, a division

of Regions Bank,

ROYAL BANK OF CANADA,

U.S. BANK NATIONAL ASSOCIATION,

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint

Bookrunners

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms

1.02

Other Interpretive Provisions

1.03

Accounting Terms

1.04

Rounding

1.05

Times of Day

1.06

Letter of Credit Amounts

1.07

Interest Rates

1.08

Exchange Rates; Currency Equivalents

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS

2.01

Revolving Loans

2.02

Borrowings, Conversions and Continuations of Loans

2.03

Letters of Credit

2.04

[Reserved]

2.05

Prepayments

2.06

Termination or Reduction of Aggregate Revolving Commitments

2.07

Repayment of Loans

2.08

Interest

2.09

Fees

2.10

Computation of Interest and Fees

2.11

Evidence of Debt

2.12

Payments Generally; Administrative Agent’s Clawback; etc

2.13

Sharing of Payments by Lenders

2.14

Cash Collateral

2.15

Defaulting Lenders

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes

3.02

Illegality

3.03

Inability to Determine Rates

3.04

Increased Costs

3.05

Compensation for Losses

3.06

Mitigation Obligations; Replacement of Lenders

3.07

Survival

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01

Conditions of Initial Credit Extension

4.02

Conditions to all Credit Extensions

ARTICLE V REPRESENTATIONS AND WARRANTIES

5.01

Existence, Qualification and Power

5.02

Authorization; No Contravention

5.03

Governmental Authorization; Other Consents

5.04

Binding Effect

5.05

Financial Statements; No Material Adverse Effect

5.06

Litigation

5.07

No Default

5.08

Ownership of Property

5.09

Taxes

5.10

ERISA Compliance

5.11

Subsidiaries

5.12

Margin Regulations; Investment Company Act

5.13

Disclosure

5.14

Compliance with Laws

5.15

Intellectual Property; Licenses, Etc

5.16

Solvency

5.17

Sanctions

5.18

Anti-Corruption Laws

5.19

Affected Financial Institution

5.20

Covered Entity

ARTICLE VI AFFIRMATIVE COVENANTS

6.01

Financial Statements

6.02

Certificates; Other Information

6.03

Notices

6.04

Payment of Taxes

6.05

Preservation of Existence, Etc

6.06

Maintenance of Properties

6.07

Maintenance of Insurance

6.08

Compliance with Laws

6.09

Books and Records

6.10

Inspection Rights

6.11

Use of Proceeds

6.12

Guarantors

6.13

Anti-Corruption Laws; Sanctions

ARTICLE VII NEGATIVE COVENANTS

7.01

Liens

7.02

Investments

7.03

Subsidiary Indebtedness

7.04

Fundamental Changes

7.05

Dispositions

7.06

Restricted Payments

7.07

Change in Nature of Business

7.08

Transactions with Affiliates

7.09

Burdensome Agreements

7.10

Use of Proceeds

7.11

Financial Covenants

7.12

Fiscal Year

7.13

Sanctions

7.14

Anti-Corruption Laws

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default

8.02

Remedies Upon Event of Default

8.03

Application of Funds

ARTICLE IX ADMINISTRATIVE AGENT

9.01

Appointment and Authority

9.02

Rights as a Lender

9.03

Exculpatory Provisions

9.04

Reliance by Administrative Agent

9.05

Delegation of Duties

9.06

Resignation of Administrative Agent

9.07

Non-Reliance on Administrative Agent and Other Lenders

9.08

No Other Duties; Etc

9.09

Administrative Agent May File Proofs of Claim

9.10

Guaranty Matters

9.11

ERISA Matters

9.12

Recovery of Erroneous Payments

ARTICLE X GUARANTY

10.01

The Guaranty

10.02

Obligations Unconditional

10.03

Reinstatement

10.04

Certain Additional Waivers

10.05

Remedies

10.06

Rights of Contribution

10.07

Guarantee of Payment; Continuing Guarantee

10.08

Appointment of Borrower

ARTICLE XI MISCELLANEOUS

11.01

Amendments, Etc

11.02

Notices; Effectiveness; Electronic Communications

11.03

No Waiver; Cumulative Remedies; Enforcement

11.04

Expenses; Indemnity; Damage Waiver

11.05

Payments Set Aside

11.06

Successors and Assigns

11.07

Treatment of Certain Information; Confidentiality

102

11.08

Rights of Setoff

103

11.09

Interest Rate Limitation

104

11.10

Integration; Effectiveness

104

11.11

Survival of Representations and Warranties

104

11.12

Severability

105

11.13

Replacement of Lenders

105

11.14

Governing Law; Jurisdiction; Etc

106

11.15

Waiver of Jury Trial

107

11.16

No Advisory or Fiduciary Responsibility

107

11.17

Electronic Execution; Electronic Records; Counterparts

108

11.18

USA PATRIOT Act Notice

109

11.19

Acknowledgment and Consent to Bail-In of Affected Financial Institutions

109

11.20

Acknowledgment Regarding Any Supported QFCs

109

11.21

Amendment and Restatement

110

iii

SCHEDULES

1.01(a)

Disqualified Institutions

1.01(b)

Existing Letters of Credit

2.01

Commitments and Applicable

Percentages

5.06

Litigation

5.09

Tax Sharing Agreements

5.11

Subsidiaries

7.01

Liens Existing on the Closing

Date

7.02

Investments Existing on

the Closing Date

7.03

Indebtedness Existing on

the Closing Date

7.08

Affiliate Transactions

Existing on the Closing Date

11.02

Certain Addresses for Notices

EXHIBITS

2.02

Form of Loan Notice

2.05

Form of Notice of Loan

Prepayment

2.11

Form of Note

3.01

Forms of U.S. Tax Compliance

Certificates

6.02

Form of Compliance Certificate

6.12

Form of Joinder Agreement

11.06(b)

Form of Assignment and

Assumption

THIRD AMENDED AND RESTATED CREDIT

AGREEMENT

This THIRD AMENDED AND RESTATED

CREDIT AGREEMENT is entered into as of April 17, 2026 among NEWMARK GROUP, INC., a Delaware corporation (the “Borrower”),

the Guarantors from time to time party hereto, the Lenders, and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

The Borrower has requested

that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions

set forth herein.

In consideration of the mutual

covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE

DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms.

As used in this Agreement,

the following terms shall have the meanings set forth below:

“Acquisition”,

by any Person, means the acquisition by such Person, in a single transaction or in a series of related transactions, of either (a) all

or substantially all of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting

Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person.

“Acquisition Consideration”

means the purchase consideration for any Permitted Acquisition and all other payments by the Borrower or any Subsidiary in exchange for,

or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties

or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time,

whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing

the purchase price and any assumptions of Indebtedness, deferred purchase price, earn out obligations and other agreements to make any

payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income,

cash flow or profits (or the like) of any Person. For purposes of determining the aggregate consideration paid for any Permitted Acquisition

at the time of such Permitted Acquisition, the amount of any earn out obligations shall be deemed to be the maximum amount of the earn-out

payments in respect thereof as specified in the documents relating to such Permitted Acquisition.

“Act” has

the meaning specified in Section 11.18.

“Administrative Agent”

means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s

Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 or

such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire”

means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial

Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or

is Controlled by or is under common Control with the Person specified.

“Aggregate Revolving

Commitments” means the Revolving Commitments of all the Lenders. The initial amount of the Aggregate Revolving Commitments in

effect on the Closing Date is $900,000,000.

“Agreement”

means this Third Amend and Restated Credit Agreement.

“Alternative L/C

Currency” means, with respect to a specific Letter of Credit, Euros, Sterling, or such other currency (other than Dollars) that

is approved by the L/C Issuer in its sole discretion; provided, that, such currency is a lawful currency that is readily

available and freely transferable and convertible into Dollars in the international interbank market available to the L/C Issuer in such

market and as to which a Dollar Equivalent may be readily calculated.

“Applicable Percentage”

means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments

represented by such Lender’s Revolving Commitment at such time; provided that if the commitment of each Lender to make Revolving

Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the

Aggregate Revolving Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable

Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each

Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation

pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided

in Section 2.15.

“Applicable Rate”

means the following percentages per annum, based on the applicable rate per annum set forth in the below table (and subject to the paragraphs

below):

Pricing Level

Debt Rating

(S&P/Fitch)

Commitment Fee

Applicable Margin

for Term SOFR Loans and Letter of Credit Fees

Applicable Margin for Base Rate Loans

≥ BBB+/BBB+

0.10 %

1.125 %

0.125 %

BBB/BBB

0.15 %

1.375 %

0.375 %

III

BBB-/BBB-

0.20 %

1.625 %

0.625 %

≤ BB+/BB+

0.25 %

1.875 %

0.875 %

Initially, the Applicable

Rate will be at Pricing Level III based on a Debt Rating of BBB-/BBB-. Thereafter, each change in the Applicable Rate resulting from

a change in the Debt Rating of the Borrower shall be effective for the period commencing on the effective date of such change and

ending on the date immediately preceding the effective date of the next such change. Notwithstanding the above, (i) if at any time

there is a split in the Debt Ratings between S&P and Fitch, and the Debt Ratings differ by one level, then the Pricing Level for

the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing Level I being the highest and the Debt Rating for

Pricing Level IV being the lowest); (ii) if there is a split in Debt Ratings between S&P and Fitch of more than one level,

then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (iii) if the

Borrower has only one Debt Rating, such Debt Rating shall apply; and (iv) if the Borrower does not have any Debt Rating,

Pricing Level IV shall apply.

“Approved Fund”

means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity

that administers or manages a Lender.

“Arrangers”

means BofA Securities, Capital One, National Association, Citizens Bank, N.A., Keybanc Capital Markets, Inc., Lloyds Bank Plc, National

Westminster Bank Plc, PNC Capital Markets, LLC, Regions Capital Markets, a division of Regions Bank, Royal Bank of Canada, U.S. Bank National

Association, and Wells Fargo Securities, LLC in their capacity as joint lead arrangers and joint bookrunners.

“Assignment and Assumption”

means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required

by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit 11.06(b) or any other

form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness”

means, with respect to any Person on any date, (a) in respect of any capital lease, the capitalized amount thereof that would appear on

a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the

capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared

as of such date in accordance with GAAP if such lease were accounted for as a capital lease, (c) in respect of any Securitization Transaction,

the outstanding principal amount of such financing, after taking into account reserve accounts and making appropriate adjustments, determined

by the Administrative Agent in its reasonable judgment and (d) in respect of any Sale and Leaseback Transaction, the present value (discounted

in accordance with GAAP at the debt rate implied in the applicable lease) of the obligations of the lessee for rental payments during

the term of such lease.

“Audited Financial

Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal years ended 2023,

2024 and 2025, and the related consolidated statements of income or operations, shareholder’s equity and cash flows of the Borrower

and its Subsidiaries for such fiscal year, including the notes thereto.

“Auto-Extension Letter

of Credit” has the meaning specified in Section 2.03(b).

“Availability Period”

means, with respect to the Revolving Commitments, the period from and including the Closing Date to the earliest of (a) the Maturity Date,

(b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of

the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions.

“Bail-In Action”

means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected

Financial Institution.

“Bail-In

Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the

European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA

Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United

Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule

applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial

institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank of America”

means Bank of America, N.A. and its successors.

“Base Rate”

means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest

in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (c) Term SOFR plus

1.00%, and (d) 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s

costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which

may be priced at, above, or below such announced rate. Any change in such “prime rate” announced by Bank of America shall

take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used

as an alternate rate of interest pursuant to Section 3.03, then the Base Rate shall be the greater of clauses (a), (b),

and (d) above and shall be determined without reference to clause (c) above.

“Base Rate Loan”

means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership

Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership

Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan”

means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Part 4 of Subtitle B of Title I of ERISA,

(b) a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code or (c) any Person whose assets constitute

(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code) the assets

of any such “employee benefit plan” or “plan”.

“Berkeley Point”

means Berkeley Point Financial LLC and its Subsidiaries.

“BHC Act Affiliate”

of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of

such party.

“BofA Securities”

means BofA Securities, Inc.

“Borrower”

has the meaning specified in the introductory paragraph hereto.

“Borrower Materials”

has the meaning specified in Section 6.02.

“Borrowing”

means a borrowing consisting of simultaneous Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period

made by each of the Lenders pursuant to Section 2.01.

“Business Day”

means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in

fact closed in, the state where the Administrative Agent’s Office is located.

“Cash AD

Loan” means a loan made by the Borrower or one of its Subsidiaries to an employee, independent contractor or consultant of

the Borrower or one of its Subsidiaries which is to be repaid with the distributions in respect of limited partnership units

allocated to such employee, independent contractor or consultant, and which is generally expected to be forgiven if such employee,

independent contractor or consultant remains employed by the Borrower or one of its Subsidiaries at the conclusion of a specific

period of time.

“Cash Collateralize”

means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuer or the Lenders,

as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit

account balances or, if the Administrative Agent and the L/C Issuer shall agree in their sole discretion, other credit support, in each

case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer. “Cash Collateral”

has a meaning correlative to the foregoing and includes the proceeds of such cash collateral and other credit support.

“Cash Equivalents”

means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all

Liens (other than Liens permitted under Section 7.01(k)):

(a) central

bank balances;

(b) foreign

withdrawable reserves;

security that is issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, the U.S. Department of

the Treasury, or a U.S. government agency (other than the U.S. Department of the Treasury) whose obligations are fully and explicitly

guaranteed by the full faith and credit of the U.S. government;

(d) any

security that is issued by, or unconditionally guaranteed as to the timely payment of principal and interest by, a sovereign entity, the

Bank for International Settlements, the International Monetary Fund, the European Central Bank, European Community, or a multilateral

development bank, that is assigned no higher than a twenty percent risk weight under the Basel II Standardised Approach for credit risk;

and where the sovereign has a non-0% risk weight, sovereign or central bank debt securities issued in domestic currencies by the sovereign

or central bank in the country in which the cash proceeds used to purchase such securities have been generated through business operations

or capital raising activity, or in the home country of the Borrower or any of its Subsidiaries;

(e) commercial

paper issued by any Person organized under the laws of a jurisdiction in which the Borrower or any of its Subsidiaries has business operations

or capital raising activity, and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1”

(or the then equivalent grade) by S&P, or if such a jurisdiction is outside of the United States, have equivalent ratings from comparable

foreign rating agencies;

(f) any

net asset positions under repurchase agreements and reverse repurchase agreements for securities described in clauses (c) through

(e) above to the extent held solely for liquidity or investment purposes (and not for transactions related to client or prime brokerage

activities);

(g) time

deposits or demand deposits with, or insured certificates of deposit or bankers’ acceptances of, any depository institution (including

commercial banks) that is organized under the laws of a jurisdiction in which the Borrower or any of its Subsidiaries has business operations

or capital raising activity, or is the principal banking subsidiary of a bank holding company organized under the laws of an a jurisdiction

in which the Borrower or any of its Subsidiaries has business operations or capital raising activity; and

(h) Investments,

classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs registered

under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from

either Moody’s or S&P (or if organized in a jurisdiction outside of the United States, have equivalent ratings from comparable

foreign rating agencies), and the portfolios of which are limited solely to Investments of the character, quality and maturity described

in clauses (c) through (g) of this definition.

“Change in Law”

means the occurrence, after the Closing Date (or, with respect to any Lender that is not a Lender on the Closing Date, such later date

on which such Lender becomes a party to this Agreement), of any of the following: (a) the adoption or taking effect of any Law, (b) any

change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c)

the making or issuance of any request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority;

provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act

and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii)

all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision

(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall

in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Change of Control”

means an event or series of events by which a “person” or “group” (within the meaning of Section 13(d) of the

Exchange Act) other than the Borrower, its Subsidiaries and their respective employee benefit plans and any Permitted Holder, becomes

the direct or indirect “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act) of the Borrower’s

capital stock representing, in the aggregate, more than 50% of the voting power of all such capital stock.

“Closing Date”

means April 17, 2026.

“CME” means

CME Group Benchmark Administration Limited.

“Collateral Account”

has the meaning specified in Section 2.03(o).

“Commitment”

means, as to each Lender, the Revolving Commitment of such Lender.

“Commodity Exchange

Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Communication”

means this Agreement, any other Loan Document and any document, any amendment, approval, consent, information, notice, certificate, request,

statement, disclosure or authorization related to any Loan Document.

“Compliance Certificate”

means a certificate substantially in the form of Exhibit 6.02.

“Conforming

Changes” means, with respect to the use, administration of or any conventions associated with SOFR or any proposed

Successor Rate or Term SOFR, as applicable, any conforming changes to the definitions of “Base Rate”,

“SOFR”, “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making

payments of interest and other technical, administrative or operational matters (including the definitions of “Business

Day” and “U.S. Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or

continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, in

consultation with the Borrower, to reflect the adoption and implementation of such applicable rate and to permit the administration

thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent

determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the

administration of such rate exists, in such other manner of administration as the Administrative Agent, in consultation with the

Borrower, determines is reasonably necessary in connection with the administration of this Agreement and any other Loan

Document).

“Connection Income

Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise

Taxes or branch profits Taxes.

“Consolidated EBITDA”

means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated Net Income (excluding

extraordinary and other non-recurring non-cash gains and losses and charges) for such period plus, (b) without duplication, the

following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges with respect to the Borrower

and its Subsidiaries for such period, (ii) the provision for federal, state, local and foreign income taxes payable by the Borrower and

its Subsidiaries for such period, (iii) the amount of depreciation and amortization expense (including any amortization related to mortgage

servicing rights, any amortization related to bonuses, any amortization related to any forgivable loan made in lieu of or for the same

purpose as a bonus and any amortization related to restricted stock awards or similar awards) for such period, (iv) reserves taken on

Cash AD Loans for such period, (v) charges relating to grants of exchangeability to limited partnership interests, redemption or repurchase

of units or shares or the issuance of restricted shares for such period, (vi) distributions on grant units or other partnership units

and allocations of net income limited to partnership units for such period, (vii) impairment charges for such period and (viii) non-recurring

costs and expenses paid in cash for such period; provided, that, the aggregate amount added back pursuant to this clause (viii)

shall not exceed, with respect to any period of four fiscal quarters of the Borrower, ten percent (10%) of Consolidated EBITDA for such

period (calculated without giving effect to the add back permitted pursuant to this clause (viii)), minus (c) without duplication,

the following to the extent included in calculating such Consolidated Net Income: (i) non-cash gains attributable to originated mortgage

servicing rights in accordance with GAAP for such period, plus (ii) federal, state, local and foreign income tax credits received

by the Borrower and its Subsidiaries in such period; provided that for purposes of calculating the financial covenants, no EBITDA

(either historically or prospectively) shall be counted from any Subsidiary to the extent it is contractually prohibited from making distributions

to the Borrower at such time.

“Consolidated Funded

Indebtedness” means, as of any date of determination, all Funded Indebtedness of the Borrower and its Subsidiaries, on a consolidated

basis, without duplication.

“Consolidated Interest

Charges” means, for any period, for any Person, the sum of the following items to the extent paid in cash during such period

(a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized

interest, but excluding any interest or other charges or expenses attributable to repurchase agreements, warehouse agreements and other

securities lending or borrowing transactions) or in connection with the deferred purchase price of assets, in each case to the extent

treated as interest in accordance with GAAP, plus (b) the portion of rent expense with respect to such period under capital leases

that is treated as interest in accordance with GAAP plus (c) the implied interest component of Synthetic Lease Obligations with

respect to such period.

“Consolidated Interest

Coverage Ratio” means, as of any fiscal quarter-end for which it is to be determined, the ratio of (a) Consolidated EBITDA for

the period of the four fiscal quarters ending on such date to (b) Consolidated Interest Charges with respect to the Borrower and its Subsidiaries

for the period of the four fiscal quarters ending on such date, in each case calculated on a Pro Forma Basis in accordance with Section

1.03(c).

“Consolidated Leverage

Ratio” means, as of any fiscal quarter-end for which it is to be determined, the ratio of (a) the total of (i) Consolidated

Funded Indebtedness as of such date, minus (ii) Unrestricted Cash as of such date, to (b) Consolidated EBITDA for the period of

the four fiscal quarters ending on such date, in each case calculated on a Pro Forma Basis in accordance with Section 1.03(c).

“Consolidated Net

Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, net income (or loss) for such

period; provided that Consolidated Net Income shall exclude any income (or loss) for such period of any Person if such Person is

not a Subsidiary, except that the Borrower’s equity in the net income of any such Person for such period shall be included in Consolidated

Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Subsidiary as

a dividend or other distribution.

“Consolidated Net

Worth” means, at any date for which it is to be determined, the sum, without duplication, of the following items which would

be shown on a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with GAAP as of such date: stockholders’

equity (including capital stock, additional paid-in capital, contingent stock, retained earnings and accumulated other comprehensive income)

plus the aggregate amount of all redeemable partnership interests plus the aggregate amount of all non-controlling interests in Subsidiaries.

“Contractual Obligation”

means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which

such Person is a party or by which it or any of its property is bound.

“Control”

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”

have meanings correlative thereto.

“Covered Entity”

means any of the following: (a) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R.

§ 252.82(b), (b) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b),

or (c) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party”

has the meaning specified in Section 11.20.

“Credit Extension”

means each of the following: (a) any Borrowing and (b) any L/C Credit Extension.

“Daily Simple SOFR”

with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s

website (or any successor source).

“Debt Rating”

means, as of any date of determination, the rating as determined by either S&P or Fitch of a Person’s non-credit-enhanced,

senior unsecured long-term debt. The Debt Rating in effect at any date is the Debt Rating that is in effect at the close of business

on such date.

“Debtor Relief Laws”

means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of

creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or

other applicable jurisdictions from time to time in effect.

“Default”

means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,

would be an Event of Default.

“Default Rate”

means (a) with respect to any Obligation (other than Letter of Credit Fees) for which a rate is specified, a rate per annum equal to two

percent (2.00%) in excess of the rate otherwise applicable thereto, (b) with respect to any Obligation (other than Letter of Credit

Fees) for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving

Loans that are Base Rate Loans plus two percent (2.00%), and (c) with respect to Letter of Credit Fees, a rate per annum equal

to the Applicable Rate plus two percent (2.00%), in each case, to the fullest extent permitted by applicable Law.

“Default Right”

has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as

applicable.

“Defaulting Lender”

means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business

Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower

in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each

of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied,

or (ii) pay to the Administrative Agent, the L/C Issuer or any other Lender any other amount required to be paid by it hereunder within

two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the L/C Issuer in writing that it does

not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public

statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s

determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically

identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request

by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with

its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this

clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect

parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian,

conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation

of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting

in such a capacity, or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely

by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a

Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction

of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or

such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination

by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective

date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender

(subject to Section 2.15(b)) upon delivery of a written notice of such determination, which shall be delivered by the Administrative

Agent to the Borrower, the L/C Issuer and each other Lender promptly following such determination.

“Designated Jurisdiction”

means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition”

or “Dispose” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any

Subsidiary, including any Sale and Leaseback Transaction and any sale, assignment, transfer or other disposal, with or without recourse,

of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Institution”

means (a) any competitors of the Borrower and its Subsidiaries identified on Schedule 1.01(a) as of the Closing Date and (b) any

other Person who is a competitor of the Borrower and its Subsidiaries which has been designated by the Borrower as a “Disqualified

Institution” by written notice to the Administrative Agent and the Lenders (including by posting such notice to the Platform) not

less than 5 Business Days prior to the effectiveness thereof; provided that, (i) it is understood and agreed that Schedule 1.01(a)

shall be updated upon the effectiveness of a new Disqualified Institution and (ii) “Disqualified Institutions” shall exclude

any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to

the Administrative Agent and the Lenders. For the avoidance of doubt, with respect to any Person who becomes a Disqualified Institution

after the date on which it entered into a binding agreement to purchase all or a portion of the rights and obligations of an assigning

Lender, such Person shall not retroactively be disqualified from being or becoming a Lender.

“Dollar”

and “$” mean lawful money of the United States.

“Dollar Equivalent”

means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount and (b) if such amount

is expressed in an Alternative L/C Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the

purchase of Dollars with the Alternative L/C Currency last provided (either by publication or otherwise provided to the L/C Issuer) by

the applicable Bloomberg source (or such other publicly available source for displaying exchange rates) on date that is two (2) Business

Days immediately preceding the date of determination (or if such service ceases to be available or ceases to provide such rate of exchange,

the equivalent of such amount in Dollars as determined by the L/C Issuer using any method of determination it deems appropriate in its

reasonable discretion). Any determination by the L/C Issuer pursuant to clause (b) of this definition shall be conclusive absent

manifest error.

“DQ List”

is defined in Section 11.06(g)(iv).

“EBITDA”

means, with respect to any Person, that portion of Consolidated EBITDA attributable to such Person.

“EEA Financial Institution”

means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA

Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a)

of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described

in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country”

means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”

means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including

any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Copy”

has the meaning specified in Section 11.17.

“Electronic Record”

has the meaning specified in 15 U.S.C. §7006.

“Electronic Signature”

has the meaning specified in 15 U.S.C. §7006.

“Eligible Assignee”

means any Person that meets the requirements to be an assignee under Sections 11.06(b)(iii) and (v) (subject to such consents,

if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to

the provisions of Section 11.06(g).

“Eligible Line of

Business” means (a) any business in which the Borrower or any of its Subsidiaries are engaged or have an Investment in as of

the Closing Date, (b) real estate related services including but not limited to brokerage, investment sales, consulting, valuation and

advisory, real estate related financial products and advisory, real estate related technology, real estate due diligence and underwriting

services, project and development management, and property and facilities management, (c) financing transactions and products, loan origination

or brokering or servicing, (d) any business in which the Borrower or any of its Subsidiaries engage or make an Investment that is not

material to the business of the Borrower and its Subsidiaries taken as a whole, (e) sponsoring and management of real estate investment

trusts and other real estate investment vehicles, (f) co-investing in or otherwise purchasing or directly or indirectly owning minority

interests in real estate or providing financing of real estate, in each case, complementary to businesses contemplated in preceding clauses

(a) through (e) above, and (g) any other line of business complementary to the businesses described in the preceding clauses

(a) through (f). Except as otherwise permitted by clauses (a) through (f) above, it is understood and agreed

that Eligible Line of Business shall not include the purchase or owning of real estate or the financing of real estate.

“Environmental Laws”

means any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits,

concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment

or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges

to waste or public systems.

“Environmental Liability”

means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any

Loan Party or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation,

use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d)

the release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to

which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests”

means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all

of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership

or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or

such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests

therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on

any date of determination.

“ERISA”

means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate”

means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b)

or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section

412 of the Internal Revenue Code), and with respect to which liability to the Borrower is reasonably expected to attach.

“ERISA Event”

means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension

Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2)

of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial

withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, the treatment

of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate

a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment

of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or, to the knowledge

of the Borrower, that a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the

Internal Revenue Code or Sections 303, 304 and 305 of ERISA, as applicable (h) the imposition of any liability under Title IV of ERISA,

other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate or (i) a failure

by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan,

whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation

Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in

effect from time to time.

“Event of Default”

has the meaning specified in Section 8.01.

“Excluded Taxes”

means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to

a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each

case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any

Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other

Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such

Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender

acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13)

or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), 3.01(a)(iii)

or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender

became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s

failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Credit

Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of April 26, 2024, among the Borrower,

the lenders party thereto, and Bank of America, as administrative agent and l/c issuer.

“Existing Letters

of Credit” means those certain letters of credit set forth on Schedule 1.01(b).

“Facility Termination

Date” means the date as of which all of the following shall have occurred: (a) all Commitments have terminated, (b) all

Obligations arising under the Loan Documents have been paid in full (other than contingent indemnification obligations), and (c) all Letters

of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to

the Administrative Agent and the L/C Issuer shall have been made).

“FASB ASC”

means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA”

means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any amended or successor version that is substantively

comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any

agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code and any applicable intergovernmental agreements implementing

the foregoing.

“Federal Funds Rate”

means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions

by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website

from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective

rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes

of this Agreement.

“Fee Letter”

means that certain fee letter between the Borrower, Bank of America and BofA Securities entered into as of March 17, 2026.

“Fitch”

means Fitch, Inc., and any successor thereto.

“Foreign Lender”

means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender

that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For

purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single

jurisdiction.

“FRB” means

the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure”

means, at any time there is a Defaulting Lender, with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage

of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has

been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund”

means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial

loans and similar extensions of credit in the ordinary course of its activities.

“Funded

Indebtedness” means, without duplication, (a) all obligations of such Person for all indebtedness created, assumed or

incurred in any manner by such Person representing money borrowed (including by the issuance of debt securities), (b) all

indebtedness for the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary

course of business), (c) all indebtedness secured by any lien upon property of such Person, whether or not such Person has assumed

or become liable for the payment of such indebtedness, (d) all Attributable Indebtedness of such Person, (e) all obligations of such

Person on or with respect to letters of credit and bankers’ acceptances, (f) all obligations of such Person evidenced by

bonds, debentures, notes or similar instruments, (g) all indebtedness for borrowed money of any other Person which is directly or

indirectly guaranteed by the Borrower or any of its Subsidiaries or which the Borrower or any of its Subsidiaries has agreed

(contingently or otherwise) to purchase or otherwise acquire or in respect of which the Borrower or any of its Subsidiaries has

otherwise assured a creditor against loss and (h) all Guarantees of such Person in respect of the foregoing; provided, however,

that Funded Indebtedness shall not include (i) accounts payable incurred in the ordinary course of business, (ii) short term

obligations incurred in the ordinary course of business, (iii) obligations of such Person in respect of Swap Contracts related to

hedging or otherwise entered into in the ordinary course of business and (iv) to the extent such Person is Berkeley Point,

obligations of such Person in respect of repurchase agreements, warehouse agreements or securities lending or borrowing agreements.

Notwithstanding the foregoing, it is understood and agreed that the amount of Funded Indebtedness related to “bad boy

guaranties” (including any related environmental indemnity) and the Guarantees by Berkeley Point to Fannie Mae under the

Delegated Underwriting and Servicing Program and to Freddie Mac under the Targeted Affordable Housing Program shall, in each case,

be equal to the amount of any such Indebtedness, if any, that is required by GAAP to be accrued for or otherwise set forth as a

liability on the balance sheet of such Person.

“GAAP”

means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles

Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards

Board, consistently applied.

“Governmental Authority”

means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any

agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the

European Union or the European Central Bank).

“Guarantee”

means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing

any Indebtedness payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly,

and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or

payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect

of such Indebtedness of the payment or performance of such Indebtedness or (iii) entered into for the purpose of assuring in any other

manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect

thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or

not such Indebtedness is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any

such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary

obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated

liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a

corresponding meaning.

“Guarantors”

means, collectively, (a) each Subsidiary of the Borrower that becomes a Guarantor pursuant to Section 6.12 or otherwise, (b) each

other Person that may become a Guarantor hereunder and (c) the successors and permitted assigns of the foregoing.

“Guaranty”

means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other holders of the Obligations pursuant to Article

“Hazardous Materials”

means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum

or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“IFRS”

means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial

statements delivered under or referred to herein.

“Incremental Increase”

has the meaning specified in Section 2.01(b).

“Incremental Increase

Agreement” has the meaning specified in Section 2.01(b).

“Indebtedness”

means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities

in accordance with GAAP:

(a) all

Funded Indebtedness;

(b) obligations

under any Swap Contract;

(a)

all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any

Equity Interests of the Borrower or any of its Subsidiaries or any warrant, right or option to acquire such Equity Interest, valued, in

the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid

dividends;

(b)

all Guarantees of such Person in respect of any of the foregoing; and

(c)

all Indebtedness of the types referred to in clauses (a) through (d) above of any partnership or joint venture (other than a joint

venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venture (but only

to the extent such Person is liable therefor as a result of such interest), unless such Indebtedness is expressly made non-recourse to

such Person.

“Indemnified Taxes”

means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan

Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee”

has the meaning specified in Section 11.04(b).

“Information”

has the meaning specified in Section 11.07.

“Interest Payment

Date” means (a) as to any Term SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date;

provided, however, that if any Interest Period for a Term SOFR Loan exceeds three months, the respective dates that fall

every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan,

the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period”

means, as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a

Term SOFR Loan and ending on the date one or three months thereafter, or upon the consent of all Lenders, such other period that is twelve

months or less (in each case, subject to availability), as selected by the Borrower in its Loan Notice; provided, that:

(a) any

Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless,

in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the

immediately preceding Business Day;

(b) any

Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is

no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar

month at the end of such Interest Period; and

Interest Period shall extend beyond the Maturity Date.

“Internal Revenue

Code” means the Internal Revenue Code of 1986.

“Investment”

means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other

acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of,

or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or

joint venture interest in such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment

shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IRS” means

the United States Internal Revenue Service.

“ISP” means,

with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International

Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Joinder Agreement”

means a joinder agreement substantially in the form of Exhibit 6.12 executed and delivered by a Subsidiary in accordance with the

provisions of Section 6.12 or any other documents as the Administrative Agent shall deem appropriate for such purpose.

“Issuer Documents”

means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered

into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit.

“L/C Credit Extension”

means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount

thereof.

“L/C Disbursement”

means any payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C Issuer”

means Bank of America, in its capacity as issuer of Letters of Credit hereunder. The L/C Issuer may, in its discretion, arrange for one

or more Letters of Credit to be issued by Affiliates of the L/C Issuer, in which case the term “L/C Issuer” shall include

any such Affiliate with respect to Letters of Credit issued by such Affiliate.

“L/C Obligations”

means, at any time, the sum of (a) the aggregate amount available to be drawn under all outstanding Letters of Credit, plus

(b) the aggregate amount of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter

of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement,

if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of

the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining

available to be drawn.

“Laws”

means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations,

ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof

by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable

administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental

Authority, in each case whether or not having the force of Law.

“Lender Party”

means, collectively, the Lenders and the L/C Issuer.

“Lenders”

means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender”

in accordance with this Agreement and their successors and assigns.

“Lending Office”

means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or

such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include

any Affiliate of such Lender or any domestic or foreign branch of such Lender or such affiliate. Unless the context otherwise requires

each references to a Lender shall include its applicable Lending Office.

“Letter of Credit”

means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder and

shall include the Existing Letters of Credit.

“Letter of Credit

Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to

time in use by the L/C Issuer.

“Letter of Credit

Fee” has the meaning specified in Section 2.03(h).

“Letter of Credit

Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $150,000,000, and (b) the amount of the

Aggregate Revolving Commitments as of such date. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving

Commitments.

“Leverage Increase

Period” has the meaning specified in Section 7.11(a).

“Lien”

means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference,

priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever

(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property,

and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan”

means, without duplication, an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan.

“Loan Documents”

means this Agreement, each Note, each Joinder Agreement, the Fee Letter, each Issuer Document, each Incremental Increase Agreement, any

agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, and any amendments, modifications,

supplements or waivers to this Agreement or any other Loan Document.

“Loan Notice”

means a notice of (a) a Borrowing of Revolving Loans, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Term

SOFR Loans, in each case pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit 2.02 or such other

form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as

shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer of the Borrower.

“Loan Parties”

means, collectively, (a) the Borrower and (b) each Guarantor.

“Master Agreement”

has the meaning specified in the definition of “Swap Contract.”

“Material Adverse

Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, financial condition,

assets or properties of the Loan Parties and their Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower

to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity,

binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Maturity Date”

means April 17, 2030; provided, however, that if any such date is not a Business Day, the Maturity Date shall be the immediately

preceding Business Day.

“Minimum Collateral

Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal

to 102% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time and (b) otherwise,

an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Moody’s”

means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan”

means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes

or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer

Plan” means a single employer, as defined in Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA and that has

two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as

such a plan is described in Section 4064 of ERISA.

“Non-Consenting Lender”

means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected

Lenders in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender”

means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Extension Notice

Date” has the meaning specified in Section 2.03(b).

“Non-Reimbursement

Notice” has the meaning specified in Section 2.03(f).

“Note”

has the meaning specified in Section 2.11.

“Notice of Loan Prepayment”

means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit 2.05 or such other form

as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall

be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Obligations”

means with respect to each Loan Party all advances to, and debts, liabilities, obligations, covenants and duties of, such Loan Party

arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case whether direct or indirect

(including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and

including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any

proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and

fees are allowed claims in such proceeding.

“OFAC”

means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents”

means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable

constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate

or articles of formation or organization and operating agreement or limited liability company agreement (or equivalent or comparable documents

with respect to any non-U.S. jurisdiction); (c) with respect to any partnership, joint venture, trust or other form of business entity,

the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with

respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect

thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation

or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).

“Other Connection

Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient

and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party

to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes”

means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made

under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest

under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to

an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount”

means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings

and prepayments or repayments of any Loans occurring on such date, and (b) with respect to any L/C Obligations on any date, the Dollar

Equivalent amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any

other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower

of Unreimbursed Amounts.

“Participant”

has the meaning specified in Section 11.06(d).

“Participant Register”

has the meaning specified in Section 11.06(d).

“PBGC”

means the Pension Benefit Guaranty Corporation.

“Pension Funding

Rules” means the rules of the Internal Revenue Code and ERISA regarding minimum required contributions (including any installment

payment thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Internal Revenue Code and Sections 302, 303,

304 and 305 of ERISA.

“Pension Plan”

means any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) (including a Multiple Employer Plan,

but excluding a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered

by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Internal Revenue Code.

“Permitted Acquisition”

means any Acquisition, provided that (a) no Default shall have occurred and be continuing or would result from such Acquisition,

(b) if the Acquisition involves aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by

the Borrower of the maximum amount of any deferred purchase price obligations (including any earn out payments) and Equity Interests)

in excess of the greater of $40,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition), the Person or property

acquired in such Acquisition is in an Eligible Line of Business, (c) in the case of an Acquisition of the Equity Interests of another

Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, and

(d) the Borrower shall be in compliance with the financial covenants set forth in Section 7.11 recomputed as of the end of the

period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section

6.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis. It is understood and agreed that, if (x) the Acquisition

of a Significant Subsidiary involves aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate

by the Borrower of the maximum amount of any deferred purchase price obligations (including any earn out payments) and Equity Interests)

in excess of the greater of $40,000,000 and 4.5% of Consolidated Net Worth (as of the date of such Acquisition) and (y) the Consolidated

Leverage Ratio shall be greater than 2.50:1.00 after giving effect to such Acquisition of a Significant Subsidiary on a Pro Forma Basis,

the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate.

“Permitted Holders”

means Cantor Fitzgerald, L.P., Brandon G. Lutnick, Kyle S. Lutnick, any of their siblings, any Person controlled by any of them or any

trust established for their benefit or for the benefit of any of their spouses, or any of their descendants or relatives, and any person

who shall, as a result of the death or incapacity of any of the foregoing, become a “beneficial owner” (as defined in Rule

13d-3 under the Securities Exchange Act) of the Borrower’s capital stock by operation of a trust, by will or the laws of descent

and distribution or by operation of law.

“Permitted Liens”

means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the terms

of Section 7.01.

“Person”

means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental

Authority or other entity.

“Plan”

means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan, but other than a Multiemployer

Plan), maintained for employees of the Borrower or any such Plan to which the Borrower is required to contribute on behalf of any of its

employees.

“Platform”

has the meaning specified in Section 6.02.

“Pro Forma

Basis” means, with respect to any Specified Transaction, that for purposes of calculating the financial covenants set

forth in Section 7.11, such Specified Transaction (including the incurrence of any Indebtedness therewith) shall be deemed to

have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such Specified Transaction for

which financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b). In connection with

the foregoing, (a) with respect to any Disposition, (i) income statement and cash flow statement items (whether positive or

negative) attributable to the property disposed of shall be excluded to the extent relating to any period occurring prior to the

date of such Specified Transaction and (ii) Indebtedness which is retired shall be excluded and deemed to have been retired as of

the first day of the applicable period and (b) with respect to any Acquisition, (i) income statement and cash flow statement items

attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such

calculations to the extent (A) such items are not otherwise included in such income statement and cash flow statement items for the

Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and

(B) such items are supported by financial statements (if available) and such other information deemed necessary by a Responsible

Officer in order to make a good faith determination (consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as

amended, as interpreted by the staff of the Securities and Exchange Commission) of such pro forma calculation and (ii) any

Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with

such Specified Transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such

Specified Transaction (A) shall be deemed to have been incurred as of the first day of the applicable period and (B) if such

Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this

definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date

of determination.

“Pro Forma Compliance

Certificate” means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the

financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently

ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to

the applicable transaction on a Pro Forma Basis.

“PTE” means

a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender”

has the meaning specified in Section 6.02.

“QFC” has

the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.

5390(c)(8)(D).

“QFC Credit Support”

has the meaning specified in Section 11.20.

“Qualified Acquisition”

means (a) a Permitted Acquisition with aggregate Acquisition Consideration of at least $250,000,000, or (b) a series of related Permitted

Acquisitions in any twelve (12) month period, with aggregate Acquisition Consideration for all such Permitted Acquisitions of at least

$250,000,000; provided, that, for any such Permitted Acquisition or series of related Permitted Acquisitions to qualify

as a Qualified Acquisition, a Responsible Officer of the Borrower shall have delivered to the Administrative Agent a certificate (any

such certificate, a “Qualified Acquisition Notice”) within 30 days following the consummation of such Permitted Acquisition

or the final closing date with respect to a series of related Permitted Acquisitions (i) certifying that the Permitted Acquisition or

series of related Permitted Acquisitions meet the criteria set forth in the foregoing clause (a) or clause (b) of this definition,

as applicable, and (ii) notifying the Administrative Agent that the Borrower has elected to treat such Permitted Acquisition or series

of related Permitted Acquisitions as a “Qualified Acquisition”.

“Qualified Acquisition

Notice” has the meaning specified in the definition of “Qualified Acquisition”.

“Recipient”

means the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation

of any Loan Party hereunder.

“Register”

has the meaning specified in Section 11.06(c).

“Regulation S-X”

means Regulation S-X set forth in 17 C.F.R. Part 210 of the Securities Act of 1933.

“Related Parties”

means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,

administrators, managers, advisors, consultants, service providers, and representatives of such Person and of such Person’s Affiliates.

“Reportable Event”

means any of the events set forth in Section 4043(c) of ERISA, other than events for which the applicable notice period has been waived.

“Request for Credit

Extension” means (a) with respect to a Borrowing, conversion or continuation of Loans, a Loan Notice, and (b) with respect to

a L/C Credit Extension, a Letter of Credit Application.

“Required Lenders”

means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The

Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that,

the amount of any participation in any Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated

to and funded by another Lender shall be deemed to be held by the Lender that is the L/C Issuer in making such determination.

“Rescindable Amount”

has the meaning specified in Section 2.12(b)(ii).

“Resignation Effective

Date” has the meaning specified in Section 9.06.

“Resolution Authority”

means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”

means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, general partner, executive vice

president, chief operating officer, chief administrative officer or controller of a Loan Party, and, solely for purposes of the delivery

of incumbency certificates, the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant

to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice

to the Administrative Agent or any other officer or employee of applicable Loan Party designated in or pursuant to an agreement between

the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a

Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part

of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent

requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation,

in form and substance reasonably satisfactory to the Administrative Agent.

“Restricted Payment”

means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person,

or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,

redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return

of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other

right to acquire any such dividend or other distribution or payment.

“Revaluation Date”

means, with respect to any Letter of Credit, each of the following: (a) each date of issuance, amendment and/or extension of a Letter

of Credit denominated in an Alternative L/C Currency, (b) each date of any payment by the L/C Issuer under any Letter of Credit denominated

in an Alternative L/C Currency, (c) in the case of all Existing Letters of Credit denominated in Alternative L/C Currencies, the Closing

Date, and (d) such additional dates as the L/C Issuer shall determine.

“Revolving Commitment”

means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01 and (b) purchase

participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite

the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender

becomes a party hereto, as applicable.

“Revolving Credit

Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans

and such Lender’s participation in L/C Obligations at such time.

“Revolving Loan”

has the meaning specified in Section 2.01(a).

“S&P”

means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc. and any successor thereto.

“Sale and Leaseback

Transaction” means, with respect to any Person, any arrangement, directly or indirectly, whereby such Person shall sell or transfer

any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other

property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanction(s)”

means any sanction administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the

European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“Scheduled Unavailability

Date” has the meaning specified in Section 3.03(b).

“SEC” means

the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Securitization Transaction”

means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant

to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts,

payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate

of such Person.

“Significant Subsidiary”

has the meaning given to such term in Regulation S-X.

“SOFR”

means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

“Solvent”

or “Solvency” means, with respect to any Person as of a particular date, that on such date (a) such Person is

able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary course of

business, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such

Person’s ability to pay such debts and liabilities as they mature in the ordinary course of business, (c) such Person is not

engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s

property would constitute unreasonably small capital, (d) the fair value of the property of such Person is greater than the total

amount of liabilities, including contingent liabilities, of such Person and (e) the present fair salable value of the assets of such

Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become

absolute and matured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the

facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured

liability.

“Specified Transaction”

means (a) any Acquisition of property or series of related acquisitions of property that (i) constitutes assets comprising all or substantially

all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (ii) involves the payment

of consideration by the Borrower and its Subsidiaries in excess of the greater of $75,000,000 and 4.5% of Consolidated Net Worth (as of

the date of such Acquisition), (b) any Disposition of property or series of related Dispositions of property that (i) constitutes assets

comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of

a Person and (ii) yields gross proceeds to the Borrower or any of its Subsidiaries in excess of the greater of $75,000,000 and 4.5% of

Consolidated Net Worth (as of the date of such Disposition), (c) any other Acquisition or Disposition designated by the Borrower as a

“Specified Transaction” as of any fiscal quarter-end; provided that if the Borrower designates any Acquisition or Disposition

as a Specified Transaction as of such fiscal quarter-end, then it must designate all Acquisitions and Dispositions consummated during

the twelve month period prior to such designation as Specified Transactions, and (d) any other event that by the terms of the Loan Documents

requires any covenant to be calculated on a Pro Forma Basis.

“Subsidiary”

of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (a) a majority

of the shares of Voting Stock is at the time beneficially owned by such Person and (b) is required to be consolidated into the financial

statements of such Person in accordance with GAAP. Unless otherwise specified, all references herein to a “Subsidiary” or

to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Successor Rate”

has the meaning specified in Section 3.03(b).

“Supported QFC”

has the meaning specified in Section 11.20.

“Swap Contract”

means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,

commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options

or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,

cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency

options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter

into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all

transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of

master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement,

or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap

Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any

legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts

have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date

prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as

determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap

Contracts (which may include a Lender or any Affiliate of a Lender).

“Synthetic Lease

Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease,

or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person

but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard

to accounting treatment).

“Taxes”

means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees

or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR”

means:

(a) for

any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government Securities

Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period (provided, that,

if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first

(1st) U.S. Government Securities Business Day immediately prior thereto); and

(b) for

any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S.

Government Securities Business Days prior to such date with a term of one (1) month commencing that day (provided, that,

if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first

(1st) U.S. Government Securities Business Day immediately prior thereto);

provided, that,

if Term SOFR determined in accordance with either of the foregoing clauses (a) or (b) of this definition would otherwise

be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.

“Term SOFR Loan”

means a Loan that bears interest at a rate based on clause (a) of the definition of “Term SOFR”.

“Term SOFR Replacement

Date” has the meaning specified in Section 3.03(b).

“Term SOFR Screen

Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative

Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may

be designated by the Administrative Agent from time to time).

“Threshold Amount”

means $65,000,000.

“Total Credit Exposure”

means, as to any Lender at any time, the sum of the unused Commitments of such Lender at such time and the Revolving Credit Exposure of

such Lender at such time.

“Total Revolving

Outstandings” means the aggregate Outstanding Amount of all Revolving Loans and all L/C Obligations.

“Type”

means, with respect to any Loan, its character as a Base Rate Loan or a Term SOFR Loan.

“UK Financial Institution”

means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by

the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States”

and “U.S.” mean the United States of America.

“Unreimbursed Amount”

has the meaning specified in Section 2.03(f).

“Unrestricted Cash”

means, as of any date of determination, an amount equal to the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower

and its Subsidiaries as of such date, in excess of $50,000,000 (which, for the avoidance of doubt, shall not include cash and Cash Equivalents

not readily available for discretionary use by the Borrower or any Subsidiary (including customer-segregated cash and Cash Equivalents

required by applicable Law or regulatory requirement to be maintained as such by the Borrower or any Subsidiary)).

“U.S. Government

Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry

and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes

of trading in United States government securities.

“U.S. Person”

means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Special Resolution

Regimes” has the meaning specified in Section 11.20.

“U.S. Tax Compliance

Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Voting Stock”

means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies,

entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right so to vote

has been suspended by the happening of such a contingency.

“Write-Down and Conversion

Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution

Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers

are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution

Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or

any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations

of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related

to or ancillary to any of those powers.

1.02

Other Interpretive Provisions.

With reference to this Agreement

and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context

may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”

“includes” and “including” shall be deemed to be followed by the phrase “without limitation.”

The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless

the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Loan

Document or Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time

amended, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements

or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include

such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof”

and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan

Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary

Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, Preliminary Statements of and Exhibits and

Schedules to, the Loan Document in which such references appear, (v) any reference to any Law shall include all statutory and regulatory

rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such Law and any reference to any Law or

regulation shall, unless otherwise specified, refer to such Law or regulation as amended, modified, extended, restated, replaced or supplemented

from time to time, and (vi) the words “asset” and “property” shall be construed to have the same

meaning and effect and to refer to any and all assets and properties, tangible and intangible, real and personal, including cash, securities,

accounts and contract rights.

(b)

In the computation of periods of time from a specified date to a later specified date, the word “from” means

“from and including;” the words “to” and “until” each mean “to but excluding;”

and the word “through” means “to and including.”

(c)

Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the

interpretation of this Agreement or any other Loan Document.

(d)

Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer,

or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of

a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,

consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division

of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is

a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03

Accounting Terms.

(a) Generally.

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data

(including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared

in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that

used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the

foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained

herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal

amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded and (ii) all liability amounts shall

be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any

right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a

right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest

comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset,

amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the

lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015.

(b)

Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any

financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative

Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof

in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio

or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide

to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested

hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such

change in GAAP.

(c)

Calculations. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial

covenants in Section 7.11 shall be made on a Pro Forma Basis with respect to any Specified Transaction.

1.04

Rounding.

Any financial ratios required

to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component,

carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or

down to the nearest number (with a rounding-up if there is no nearest number).

1.05

Times of Day.

Unless otherwise specified,

all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.06

Letter of Credit Amounts.

Unless otherwise specified

herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of

Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms

of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such

Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect

to all such increases, whether or not such maximum stated amount is in effect at such time.

1.07

Interest Rates.

The Administrative Agent does

not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission

or any other matter related to any reference rate referred to herein or with respect to any rate (including the selection of such rate

and any related spread or other adjustment) that is an alternative or replacement for or successor to any such rate (including any Successor

Rate) (or any component of any of the foregoing) or the effect of any of the foregoing, or of any Conforming Changes. The Administrative

Agent and its Affiliates or other related entities may engage in transactions or other activities that affect any reference rate referred

to herein, or any alternative, successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing)

or any related spread or other adjustments thereto, in each case, in a manner adverse to the Loan Parties. The Administrative Agent

may select information sources or services in its reasonable discretion to ascertain any reference rate referred to herein or any alternative,

successor or replacement rate (including any Successor Rate) (or any component of any of the foregoing), in each case, pursuant to the

terms of this Agreement, and shall have no liability to the any Loan Party, any Lender or any other Person or entity for damages of any

kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort,

contract or otherwise and whether at law or in equity), for any error or other action or omission related to or affecting the selection,

determination, or calculation of any rate (or component thereof) provided by any such information source or service.

1.08

Exchange Rates; Currency Equivalents.

The Administrative Agent or

the L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of L/C Credit Extensions and Outstanding Amounts denominated

in Alternative L/C Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be the Dollar Equivalent

of such amounts until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder

or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than

Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the

L/C Issuer, as applicable. The Administrative Agent shall promptly notify the Borrower of any change in the Dollar Equivalent of any L/C

Credit Extension or Outstanding Amount denominated in an Alternative L/C Currency to the extent it would create a prepayment obligation

of the Borrower under Section 2.05(b).

ARTICLE

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01

Revolving Loans.

(a)

Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving

Loan”) to the Borrower in Dollars from time to time on any Business Day during the Availability Period in an aggregate amount

not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after

giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed an amount equal to the Aggregate

Revolving Commitments and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment.

Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may

borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans

may be Base Rate Loans or Term SOFR, or a combination thereof, as further provided herein.

(b)

Increases of the Aggregate Revolving Commitments. The Borrower shall have the right, upon at least five Business Days’

prior written notice to the Administrative Agent, to increase the Aggregate Revolving Commitments in one or more increases (each, an “Incremental

Increase”), at any time prior to the date that is sixty days prior to the Maturity Date; provided, that, each

Incremental Increase shall be subject to satisfaction of the following conditions precedent:

(i)

after giving effect to such Incremental Increase, the Aggregate Revolving Commitments shall not exceed $1,100,000,000;

(ii)

no Default shall have occurred and be continuing on the date on which such Incremental Increase is to become effective;

(iii)

the representations and warranties set forth in Article V shall be true and correct in all material respects (or, if any

such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as

drafted) on and as of the date on which such Incremental Increase is to become effective, except to the extent that such representations

and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if any

such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as

drafted) as of such earlier date;

(iv)

after giving effect to such Incremental Increase and any Borrowings in connection therewith on the effective date of such Incremental

Increase, the Borrower will be in compliance on a Pro Forma Basis with all of the covenants in Section 7.11;

(v)

such Incremental Increase shall be in a minimum amount of $5,000,000 and in integral multiples of $5,000,000 in excess thereof;

(vi)

[reserved];

(vii)

such requested Incremental Increase shall only be effective upon receipt by the Administrative Agent of (A) an Incremental Increase

Agreement with respect to such Incremental Increase, (B) additional Revolving Commitments in a corresponding amount of such Incremental

Increase from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and

agreed that no existing Lender shall be required to provide an additional Revolving Commitment) and (C) all other documents (including

resolutions of the board of directors of the Borrower) it may reasonably request relating to the corporate or other necessary authority

for such Incremental Increase and the validity of such Incremental Increase, and any other matters relevant thereto, all in form and substance

reasonably satisfactory to the Administrative Agent; and

(viii)

if any Revolving Loans are outstanding at the time of the increase in the Aggregate Revolving Commitments, the Borrower shall,

if applicable, prepay one or more existing Revolving Loans (such prepayment to be subject to Section 3.05) in an amount necessary

such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its pro rata share (based

on its Applicable Percentage of the increased Aggregate Revolving Commitments) of outstanding Revolving Loans.

This Agreement and the

other Loan Documents shall be amended to give effect to each Incremental Increase pursuant to documentation (an

“Incremental Increase Agreement”) executed by the Loan Parties, the Lenders providing a portion of such

Incremental Increase, and the Administrative Agent, without the consent of any other Person (including any existing Lender),

including amendments (A) to reflect the existence of such Incremental Increase and (B) to make such other changes to this Agreement

and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect

the provisions of any such Incremental Increase.

2.02

Borrowings, Conversions and Continuations of Loans.

(a)

Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Term SOFR Loans shall be made upon

the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided

that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such Loan

Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) two Business Days prior to the requested date of any

Borrowing of, conversion to or continuation of, Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on

the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in

a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.03(c), each

Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

Each Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or

a continuation of Term SOFR Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall

be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed

or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the

Borrower fails to specify a Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or

continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate

Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the

Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Loan Notice, but fails to specify an Interest

Period, it will be deemed to have specified an Interest Period of one month.

(b)

Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable

Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative

Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In

the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available

funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice.

Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension,

Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by

the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds

or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative

Agent by the Borrower; provided, however, that if, on the date the Loan Notice with respect to such Borrowing is given by

the Borrower, there are Unreimbursed Amounts outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment

in full of any such Unreimbursed Amounts, and second, shall be made available to the Borrower as provided above.

(c)

Except as otherwise provided herein, a Term SOFR Loan may be continued or converted only on the last day of the Interest Period

for such Term SOFR Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Term SOFR Loans

without the consent of the Required Lenders, and unless repaid, each outstanding Term SOFR Loan shall be converted to a Base Rate Loan

at the end of the Interest Period applicable thereto.

(d)

The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period

for Term SOFR Loans upon determination of such interest rate.

(e)

After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the

same Type, there shall not be more than ten Interest Periods in effect.

(f)

Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of

its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement,

pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

(g)

With respect to SOFR or Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and,

notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will

become effective without any further action or consent of any other party to this Agreement or any other Loan Document; provided,

that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming

Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective.

2.03

Letters of Credit.

(a)

General. Subject to the terms and conditions set forth herein, in addition to the Loans provided for in Section 2.01,

the Borrower may request that the L/C Issuer, in reliance on the agreements of the Lenders set forth in this Section 2.03, issue,

and the L/C Issuer may in its sole discretion elect to issue, at any time and from time to time during the Availability Period, Letters

of Credit denominated in Dollars or an Alternative L/C Currency for its own account or the account of any of its Subsidiaries in such

form as is acceptable to the Administrative Agent and the L/C Issuer in its reasonable determination. Letters of Credit issued hereunder

shall constitute utilization of the Commitments. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Agreement

and deemed L/C Obligations, and from and after the Closing Date shall be subject to and governed by the terms and conditions of this Agreement.

(b)

Notice of Issuance, Amendment, Extension, Reinstatement or Renewal.

To request the

issuance of a Letter of Credit (or the amendment of the terms and conditions, extension of the terms and conditions, extension of

the expiration date, or reinstatement of amounts paid, or renewal of an outstanding Letter of Credit), the Borrower shall deliver

(or transmit by electronic communication, if arrangements for doing so have been approved by the L/C Issuer) to the L/C Issuer and

to the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days (or such later date and time as the

Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance

date or date of amendment, as the case may be, a notice requesting the issuance of a Letter of Credit, or identifying the Letter of

Credit to be amended, extended, reinstated or renewed, and specifying the date of issuance, amendment, extension, reinstatement or

renewal (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section

2.03(d)), the amount of such Letter of Credit, the name and address of the beneficiary thereof, the purpose and nature of the

requested Letter of Credit and such other information as shall be necessary to prepare, amend, extend, reinstate or renew such

Letter of Credit. If requested by the L/C Issuer, the Borrower also shall submit a Letter of Credit Application and a reimbursement

agreement on the L/C Issuer’s standard form in connection with any request for a Letter of Credit. In the event of any

inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Application,

any reimbursement agreement, any other Issuer Document or other agreement submitted by the Borrower to, or entered into by the

Borrower with, the L/C Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

If the Borrower

so requests in any applicable Letter of Credit Application (or the amendment of an outstanding Letter of Credit), the L/C Issuer may,

in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter

of Credit”); provided, that, any such Auto-Extension Letter of Credit shall permit the L/C Issuer to prevent any

such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior

notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month

period to be agreed upon by the Borrower and the L/C Issuer at the time such Letter of Credit is issued. Unless otherwise directed by

the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension

Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension

of such Letter of Credit at any time to an expiration date not later than the date permitted pursuant to Section 2.03(d);

provided, that, the L/C Issuer shall not (i) permit any such extension if (A) the L/C Issuer has determined that

it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its extended form under the terms

hereof (except that the expiration date may be extended to a date that is no more than one (1) year from the then-current expiration date)

or (B) it has received notice (which may be in writing or by telephone (if promptly confirmed in writing)) on or before the day that

is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Lenders have elected not

to permit such extension or (ii) be obligated to permit such extension if it has received notice (which may be in writing or by telephone

(if promptly confirmed in writing)) on or before the day that is seven Business Days before the Non-Extension Notice Date from the Administrative

Agent, any Lender or the Borrower that one or more of the applicable conditions set forth in Section 4.02 is not then satisfied,

and in each such case directing the L/C Issuer not to permit such extension.

(c)

Limitations on Amounts, Issuance and Amendment.

(i)

A Letter of Credit may be issued, amended, extended, reinstated or renewed only if (and upon issuance, amendment, extension, reinstatement

or renewal of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,

amendment, extension, reinstatement or renewal (i) the aggregate L/C Obligations shall not exceed the Letter of Credit Sublimit,

(ii) the Revolving Credit Exposure of any Lender shall not exceed its Commitment and (iii) the total Revolving Credit Exposures

shall not exceed the total Commitments.

(ii)

The L/C Issuer shall not be under any obligation to issue any Letter of Credit, including if:

(A)

any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the

L/C Issuer from issuing the Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having

the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer

refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the L/C Issuer with

respect to the Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated

hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not

applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B)

the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C)

except as otherwise agreed by the Administrative Agent and the L/C Issuer, the Letter of Credit is in an initial stated amount

less than $500,000;

(D)

any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of

Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s

actual or potential Fronting Exposure (after giving effect to Section 2.15(a)(iv)) with respect to the Defaulting Lender arising

from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C

Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or

(E)

the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iii)

The L/C Issuer shall be under no obligation to amend any Letter of Credit, including if (A) the L/C Issuer would have no obligation

at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit

does not accept the proposed amendment to the Letter of Credit.

(d)

Expiration Date. Each Letter of Credit shall have a stated expiration date no later than the earlier of (i) the date

twelve months after the date of the issuance of such Letter of Credit (or, in the case of any extension of the expiration date thereof,

whether automatic or by amendment, twelve months after the then-current expiration date of such Letter of Credit) and (ii) the

date that is five Business Days prior to the Maturity Date.

(e)

Participations.

(i) By the

issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date

thereof), and without any further action on the part of the L/C Issuer or the Lenders, the L/C Issuer hereby grants to each Lender,

and each Lender hereby acquires from the L/C Issuer, a participation in such Letter of Credit equal to such Lender’s

Applicable Percentage of the Dollar Equivalent of the aggregate amount available to be drawn under such Letter of Credit. Each

Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.03(e)(i) in respect

of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including

any amendment, extension, reinstatement or renewal of any Letter of Credit or the occurrence and continuance of a Default or

reduction or termination of the Commitments. Each Lender further acknowledges and agrees that its participation in each Letter of

Credit will be automatically adjusted to reflect such Lender’s of the Dollar Equivalent Applicable Percentage of the aggregate

amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the

operation of Section 2.14 or 2.15, as a result of an assignment in accordance with Section 10.06 or

otherwise pursuant to this Agreement.

(ii)

In consideration and in furtherance of the foregoing, upon receipt of any Non-Reimbursement Notice, each Lender hereby absolutely,

unconditionally and irrevocably agrees to pay to the Administrative Agent, for account of the L/C Issuer, such Lender’s Applicable

Percentage of the Dollar Equivalent of each L/C Disbursement made by the L/C Issuer not later than 1:00 p.m. on the Business Day specified

in such Non-Reimbursement Notice, until such L/C Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment

is required to be refunded to the Borrower for any reason, including after the Maturity Date. Such payment shall be made without any offset,

abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided in Section 2.02

with respect to Loans made by such Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the

Lenders pursuant to this Section 2.03(e)(ii)), and the Administrative Agent shall promptly pay to the L/C Issuer the amounts so

received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to Section

2.03(f), the Administrative Agent shall distribute such payment to the L/C Issuer or, to the extent that the Lenders have made payments

pursuant to this Section 2.03(e)(ii) to reimburse the L/C Issuer, then to such Lenders and the L/C Issuer as their interests may

appear. Any payment made by a Lender pursuant to this Section 2.03(e)(ii) to reimburse the L/C Issuer for any L/C Disbursement

(other than, for the avoidance of doubt, any Loan made by a Lender pursuant to the first proviso set forth in Section 2.03(f))

shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such L/C Disbursement.

(iii)

If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid

by such Lender pursuant to the provisions of Section 2.03(e)(ii), then, without limiting the other provisions of this Agreement,

the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest

thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer

at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking

industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in

connection with the foregoing. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect

to any amounts owing under this Section 2.03(e)(iii) shall be conclusive absent manifest error.

(f) Reimbursement.

If the L/C Issuer shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the L/C Issuer in

respect of such L/C Disbursement by paying to the Administrative Agent an amount equal to the Dollar Equivalent of such L/C

Disbursement not later than 12:00 noon on (i) the Business Day that the Borrower receives notice of such L/C Disbursement,

if such notice is received prior to 10:00 a.m. or (ii) the Business Day immediately following the day that the Borrower

receives such notice, if such notice is not received prior to such time; provided that, if the Dollar Equivalent of such L/C

Disbursement is not less than $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in

accordance with Section 2.02 that such payment be financed with a Borrowing of Base Rate Loans in an equivalent amount

and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the

resulting Borrowing of Base Rate Loans. If the Borrower fails to make such payment when due, the Administrative Agent shall notify

each Lender of the applicable L/C Disbursement, the payment then due from the Borrower in respect thereof (the

“Unreimbursed Amount”) and such Lender’s Applicable Percentage of the Dollar Equivalent thereof (each such

notice, a “Non-Reimbursement Notice”). Promptly upon receipt of any Non-Reimbursement Notice, each Lender shall

pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount pursuant to Section 2.03(e)(ii), subject

to the amount of the unutilized portion of the Aggregate Revolving Commitments. Any notice given by the L/C Issuer or the

Administrative Agent pursuant to this Section 2.03(f) may be given by telephone if immediately confirmed in writing; provided

that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(g)

Obligations Absolute. The Borrower’s obligation to reimburse L/C Disbursements as provided in Section 2.03(f)

shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under

any and all circumstances whatsoever and irrespective of:

(i)

any lack of validity or enforceability of this Agreement, any other Loan Document or any Letter of Credit, or any term or provision

herein or therein;

(ii)

the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time

against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee

may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or

by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)

any draft, demand, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or

insufficient in any respect or any statement in such draft or other document being untrue or inaccurate in any respect; or any loss or

delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)

waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower

or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;

(v)

honor of a demand for payment presented electronically even if such Letter of Credit required that demand be in the form of a draft;

(vi)

any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration

date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by

the Uniform Commercial Code or the ISP, as applicable;

(vii)

payment by the L/C Issuer under a Letter of Credit against presentation of a draft or other document that does not comply strictly

with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to

be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative

of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding

under any Debtor Relief Law;

(viii)

any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions

of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s

obligations hereunder; or

(ix)

any adverse change in the relevant exchange rates or in the availability of the relevant Alternative L/C Currency to the Borrower

or any Subsidiary or in the relevant currency markets generally.

(h)

Examination. The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered

to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will

immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and

its correspondents unless such notice is given as aforesaid.

(i)

Liability. None of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any

liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the L/C Issuer or any

payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.03(g)), or

any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating

to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms,

any error in translation or any consequence arising from causes beyond the control of the L/C Issuer; provided that the foregoing

shall not be construed to excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential

damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower

that are caused by the L/C Issuer’s failure to exercise care when determining whether drafts and other documents presented under

a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful

misconduct on the part of the L/C Issuer (as finally determined by a court of competent jurisdiction), the L/C Issuer shall be deemed

to have exercised care in each such determination, and that:

(i)

the L/C Issuer may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with

a certified true copy marked as such or waive a requirement for its presentation;

(ii)

the L/C Issuer may accept documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit

without responsibility for further investigation, regardless of any notice or information to the contrary, and may make payment upon presentation

of documents that appear on their face to be in substantial compliance with the terms of such Letter of Credit and without regard to any

non-documentary condition in such Letter of Credit;

(iii)

the L/C Issuer shall have the right, in its sole discretion, to decline to accept such documents and to make such payment if such

documents are not in strict compliance with the terms of such Letter of Credit; and

(iv)

this sentence shall establish the standard of care to be exercised by the L/C Issuer when determining whether drafts and other

documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted

by applicable Law, any standard of care inconsistent with the foregoing).

Without limiting the

foregoing, none of the Administrative Agent, the Lenders, the L/C Issuer, or any of their Related Parties shall have any liability or

responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the

fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) the L/C Issuer declining to take-up documents

and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor

or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents

or (iii) the L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation,

or third-party claim notified to the L/C Issuer.

(j)

Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when

a Letter of Credit is issued by it (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall

apply to each Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C

Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or

permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including

the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP, or in the decisions,

opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International

Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of

Credit chooses such law or practice.

(k)

Benefits. The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents

associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in

Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or

proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent”

as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect

to the L/C Issuer.

(l) Letter

of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section

2.15, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of

Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter

of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of

Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the third

(3rd) Business Day after the end of each March, June, September and December in respect of the most recently-ended

quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the

issuance of such Letter of Credit, on the Maturity Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.

If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit

shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was

in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of

Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(m)

Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer

for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum equal to the amount set forth in the Fee

Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in

arrears. Such fronting fee shall be due and payable on the third (3rd) Business Day after the end of each March, June, September

and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing

with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date and thereafter on demand. For purposes

of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of

Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the L/C Issuer for its own

account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer

relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on

demand and are nonrefundable.

(n)

Disbursement Procedures. The L/C Issuer for any Letter of Credit shall, within the time allowed by applicable Laws or the

specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment

under such Letter of Credit. The L/C Issuer shall promptly after such examination notify the Administrative Agent and the Borrower in

writing of such demand for payment if the L/C Issuer has made or will make an L/C Disbursement thereunder; provided that any failure to

give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the L/C Issuer and the Lenders with

respect to any such L/C Disbursement.

(o)

Interim Interest. If the L/C Issuer for any Letter of Credit shall make any L/C Disbursement, then, unless the Borrower

shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest,

for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrower reimburses such L/C

Disbursement, at the rate per annum then applicable to Base Rate Loans; provided that if the Borrower fails to reimburse such L/C Disbursement

when due pursuant to Section 2.03(f), then Section 2.08(b) shall apply. Interest accrued pursuant to this Section 2.03(o) shall be

for account of the L/C Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.03(f)

to reimburse the L/C Issuer shall be for account of such Lender to the extent of such payment.

(p) Replacement

of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement between the Borrower, the Administrative

Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such

replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees

accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement, (i) the

successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to Letters of

Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include

such successor or any previous L/C Issuer, or such successor and all previous L/C Issuers, as the context shall require. After the

replacement of the L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the

rights and obligations of the L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such

replacement, but shall not be required to issue additional Letters of Credit.

(q)

Cash Collateralization.

(i)

If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative

Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with L/C Obligations representing at least

50% of the total L/C Obligations) demanding the deposit of Cash Collateral pursuant to this Section 2.03(q), the Borrower shall

promptly within three (3) Business Days deposit into an account established and maintained on the books and records of the Administrative

Agent (the “Collateral Account”) an amount in cash equal to 102% of the total L/C Obligations as of such date plus

any accrued and unpaid interest thereon; provided that the obligation to deposit such Cash Collateral shall become effective immediately,

and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event

of Default described in Section 8.01(f) or 8.01(g). Such deposit shall be held by the Administrative Agent as collateral

for the payment and performance of the obligations of the Borrower under this Agreement. In addition, and without limiting the foregoing

or Section 2.03(d), if any L/C Obligations remain outstanding after the expiration date specified in Section 2.03(d), the

Borrower shall promptly within three (3) Business Days deposit into the Collateral Account an amount in cash equal to 102% of the total

L/C Obligations as of such date plus any accrued and unpaid interest thereon.

(ii)

The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the Collateral

Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion

of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,

if any, on such investments shall accumulate in the Collateral Account. Cash Collateral in the Collateral Account shall be applied by

the Administrative Agent to reimburse the L/C Issuer for L/C Disbursements for which it has not been reimbursed, together with related

fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement

obligations of the Borrower for the L/C Obligations at such time or, if the maturity of the Loans has been accelerated (but subject to

the consent of Lenders with L/C Obligations representing 50% of the total L/C Obligations), be applied to satisfy other obligations of

the Borrower under this Agreement. If the Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence

of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days

after all Events of Default have been cured or waived.

(r) Letters

of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any

obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse, indemnify and compensate the

L/C Issuer hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the

account of the Borrower. The Borrower irrevocably waives any and all defenses that might otherwise be available to it as a guarantor

or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges

that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the

Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(s)

Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document,

the terms hereof shall control.

2.04

[Reserved].

2.05

Prepayments.

(a)

The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from

time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must

be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) two Business

Days prior to any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment

of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the

entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000

or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice

shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid,

the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and

of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall

make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided

that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments

as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance

with Section 2.06. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together

with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied

to the Loans of the Lenders in accordance with their respective Applicable Percentages.

(b)

If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower

shall immediately prepay Loans and/or promptly within three (3) Business Days Cash Collateralize the L/C Obligations in an aggregate amount

equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations

pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Revolving Outstandings exceed the Aggregate

Revolving Commitments then in effect.

2.06

Termination or Reduction of Aggregate Revolving Commitments.

The Borrower may, upon

notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the

Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later

than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an

aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or

reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total

Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the

Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, the Letter

of Credit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the

Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate

Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable Percentage. All fees

accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of

such termination.

Notwithstanding the foregoing,

a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon

the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative

Agent on or prior to the specified effective date) if such condition is not satisfied.

2.07

Repayment of Loans.

(a) The

Borrower shall repay to the Lenders, on the Maturity Date, the aggregate principal amount of all Loans and all other Obligations outstanding

on such date.

(b) In

the event a Change of Control occurs, (i) the Borrower shall promptly thereafter, without duplication, (A) repay to the Lenders the aggregate

principal amount of all Loans and all other Obligations outstanding on such date, and (B) the Borrower shall Cash Collateralize all L/C

Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (ii) the Commitments of each Lender shall

be terminated.

2.08

Interest.

(a)

Subject to the provisions of subsection (b) below, (i) each Term SOFR Loan shall bear interest on the outstanding principal amount

thereof for each Interest Period at a rate per annum equal to the sum of Term SOFR for such Interest Period plus the Applicable

Rate and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at

a rate per annum equal to the sum of the Base Rate plus the Applicable Rate.

(b)

(i) If any amount of principal of any Loan is not paid when due, whether at stated maturity, by acceleration or otherwise, such

amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent

permitted by applicable Laws.

(ii) If

any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due, whether at stated

maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a

fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon

the request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above),

the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum

at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued

and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c)

Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times

as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,

and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09

Fees.

In addition to certain fees

described in Section 2.03(l) and (m):

(a)

Commitment Fee. The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its

Applicable Percentage, a commitment fee equal to the product of (i) the Applicable Rate times (ii) the actual daily amount by which

the Aggregate Revolving Commitments exceed the sum of (A) the Outstanding Amount of Revolving Loans and (B) the Outstanding Amount of

L/C Obligations, subject to adjustment as provided in Section 2.15. The commitment fee shall accrue at all times during the Availability

Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable

on the on the third (3rd) Business Day after the last day of each March, June, September and December, commencing with the

first such date to occur after the Closing Date, in each case, in respect of the most recently-ended quarterly period (or portion thereof,

in the case of the first payment), and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in

arrears for each calendar quarter, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall

be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)

Other Fees. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the

amounts and at the times so specified, including, without limitation, as set forth in the Fee Letter. Such fees shall be fully earned

when paid and shall not be refundable for any reason whatsoever.

2.10

Computation of Interest and Fees.

All computations of interest

for Base Rate Loans (including Base Rate Loans determined by reference to Term SOFR) shall be made on the basis of a year of 365 or 366

days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day

year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day

year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof,

for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made

shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate

or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11

Evidence of Debt.

(a) The Credit

Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender in the ordinary

course of business. The Administrative Agent shall maintain the Register in accordance with Section 11.06(c). The accounts or

records maintained by each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the

Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however,

limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the

event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the

absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and

deliver to such Lender (through the Administrative Agent) a promissory note, which shall evidence such Lender’s Loans in

addition to such accounts or records. Each such promissory note shall be in the form of Exhibit 2.11 (a

“Note”). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount

and maturity of its Loans and payments with respect thereto.

(b)

In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain

in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters

of Credit. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records

of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest

error.

2.12

Payments Generally; Administrative Agent’s Clawback; etc.

(a)

General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for

any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder

shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative

Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative

Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment

in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after

2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If

any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following

Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding

by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior

to the proposed date of any Borrowing of Term SOFR Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon

on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of

such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section

2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and

at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a

corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the

Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on

demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such

amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a

payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in

accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily

charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower,

the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent

for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest

paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then

the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be

without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the

Administrative Agent.

(ii)

Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from

the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer

hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on

such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may

be, the amount due. With respect to any payment that the Administrative Agent makes for the account of the Lenders or the L/C Issuer hereunder

as to which the Administrative Agent determines (which determination shall be conclusive absent manifest error) that any of the following

applies (such payment referred to as the “Rescindable Amount”): (A) the Borrower has not in fact made such payment;

(B) the Administrative Agent has made a payment in excess of the amount so paid by the Borrower (whether or not then owed); or (C) the

Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the L/C Issuer, as the case

may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Lender

or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed

to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative

Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest

error.

(c)

Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to

be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the

Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not

satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from

such Lender) to such Lender, without interest.

(d)

Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Letters

of Credit and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan,

to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any

other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender

to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c).

(e)

Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular

place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular

place or manner.

2.13

Sharing of Payments by Lenders.

If any Lender shall, by exercising

any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by

it, or the participations in L/C Obligations held by it, resulting in such Lender’s receiving payment of a proportion of the aggregate

amount of such Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein,

then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at

face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments

as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate

amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i)

if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered,

such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

and

(ii)

the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant

to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting

Lender or a Disqualified Institution), (B) the application of Cash Collateral provided for in Section 2.14, or (C) any payment

obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C

Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary (as to which the provisions of

this Section shall apply).

Each Loan Party consents to

the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant

to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation

as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.14

Cash Collateral.

(a)

Obligation to Cash Collateralize. At any time that there shall exist a Defaulting Lender, within one Business Day following

the written request of the Administrative Agent or the L/C Issuer (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize

the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to Section 2.15(a)(iv)

and any Cash Collateral provided by such Defaulting Lender) in an amount not less than the Minimum Collateral Amount. Additionally, if

the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105%

of the Letter of Credit Sublimit then in effect, then within three (3) Business Days after receipt of such notice, the Borrower shall

provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding

Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.

(b) Grant of Security

Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and

subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders,

and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all

other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations

to which such Cash Collateral may be applied pursuant to Section 2.14(c). If at any time the Administrative Agent determines

that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the L/C Issuer as herein

provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly

upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount

sufficient to eliminate such deficiency (determined in the case of Cash Collateral provided pursuant to Section 2.15(a)(v),

after giving effect to Section 2.15(a)(v) and any Cash Collateral provided by the Defaulting Lender). All Cash Collateral

(other than credit support not constituting funds subject to deposit) shall be maintained in one or more Collateral Accounts at Bank

of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other

administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c)

Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of

this Section 2.14 or Sections 2.03, 2.05, 2.15 or 8.02 in respect of Letters of Credit shall be held

and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral

provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided,

prior to any other application of such property as may otherwise be provided for herein.

(d)

Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations

shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto

(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance

with Section 11.06(b)(vi))) or (ii) the determination by the Administrative Agent and the L/C Issuer that there exists excess Cash

Collateral; provided, however, (x) the Person providing Cash Collateral and the L/C Issuer may agree that Cash Collateral

shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.15

Defaulting Lenders.

(a)

Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender,

then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)

Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with

respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii) Defaulting

Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account

of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by

the Administrative Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be

determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to

the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender

to the L/C Issuer hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such

Defaulting Lender in accordance with Section 2.14; fourth, as the Borrower may request (so long as no Default exists),

to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this

Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower,

to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future

funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting

Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance

with Section 2.14; sixth, to the payment of any amounts owing to the Lenders or the L/C Issuer as a result of any

judgment of a court of competent jurisdiction obtained by any Lender or the L/C Issuer against such Defaulting Lender as a result of

such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the

payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the

Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this

Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided

that if (x) such payment is a payment of the principal amount of any Loans or Unreimbursed Amounts in respect of which such

Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were

issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely

to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the

payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded

participations in L/C Obligations are held by the Lenders pro rata in accordance with the Commitments hereunder without giving

effect to Section 2.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are

applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.15(a)(ii)

shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)

Certain Fees.

(A)

No Defaulting Lender shall be entitled to receive any fee payable under Section 2.09(a) for any period during which that

Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have

been paid to that Defaulting Lender).

(B)

Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting

Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash

Collateral pursuant to Section 2.14.

(C)

With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B)

above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender

with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender

pursuant to clause (iv) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender

to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining

amount of any such fee.

(iv)

Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation

in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated

without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate

Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section

11.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender

arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting

Lender’s increased exposure following such reallocation.

(v)

Cash Collateral. If the reallocation described in Section 2.15(a)(iv) cannot, or can only partially, be effected,

the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, Cash Collateralize the

L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in Section 2.14.

(b)

Defaulting Lender Cure. If the Borrower, the Administrative Agent and the L/C Issuer agree in writing that a Lender is no

longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in

such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that

Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions

as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit

to be held on a pro rata basis by the Lenders in accordance with their Commitments (without giving effect to Section 2.15(a)(iv)),

whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect

to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further,

that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will

constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

(c)

New Letters of Credit. So long as any Lender is a Defaulting Lender, the L/C Issuer shall not be required to issue, extend,

increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

ARTICLE

III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes.

(a)

Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and

all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or

withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion

of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a

Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis

of the information and documentation to be delivered pursuant to subsection (e) below.

(ii)

If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including

both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold

or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has

received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to

the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction

is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any

required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section

3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been

made.

(iii)

If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to

withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold

or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to

subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the

full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding

or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so

that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable

under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding

or deduction been made.

(b)

Payment of Other Taxes by the Loan Parties. Without limiting the provisions of subsection (a) above, the Loan Parties shall

timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely

reimburse it for the payment of, any Other Taxes.

(c)

Tax Indemnifications. (i) Each of the Loan Parties shall, and does hereby, jointly and severally indemnify each Recipient,

and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including

Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient

or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom

or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental

Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative

Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Each of

the Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof

within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent

as required pursuant to Section 3.01(c)(ii) below.

(ii) Each

Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x)

the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not

already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do

so), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s failure to

comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative

Agent and the Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender that are payable or paid by the Administrative

Agent or a Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether

or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount

of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender

hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement

or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d)

Evidence of Payments. As soon as practicable, after any payment of Taxes by any Loan Party to a Governmental Authority as

provided in this Section 3.01, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a

receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or

other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)

Status of Lenders; Tax Documentation.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document

shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative

Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit

such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by

the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested

by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender

is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two

sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A),

3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion,

execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal

or commercial position of such Lender.

(ii)

Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender

that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender

becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the

Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding

tax;

(B)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in

such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of

the following is applicable:

(1)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption

from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect

to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from,

or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of

such tax treaty;

(2)

executed copies of IRS Form W-8ECI;

(3)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal

Revenue Code, (x) a certificate substantially in the form of Exhibit 3.01-A to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of the Borrower within

the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section

881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form

W-8BEN-E (or W-8BEN, as applicable); or

(4)

to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,

IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-B or

Exhibit 3.01-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that

if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest

exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.01-D on behalf

of each such direct and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such

number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under

this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed

copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal

withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit the

Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such

Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)

of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times

prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed

by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation

reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to

comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA

or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall

include any amendments made to FATCA after the Closing Date.

(iii)

Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes

obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative

Agent in writing of its legal inability to do so.

(f)

Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation

to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer,

any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any

Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been

indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 3.01,

it shall pay to the Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts

paid, by a Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses

(including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority

with respect to such refund), provided that the Loan Party, upon the request of the Recipient, agrees to repay the amount paid

over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient

in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in

this subsection, in no event will the applicable Recipient be required to pay any amount to the Loan Party pursuant to this subsection

the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the

Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification

payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient

to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party or any

other Person.

(g)

Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of

the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate

Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02

Illegality.

If any Lender determines that

any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending

Office to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR, or to determine or charge interest

rates based upon SOFR or Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (a) any

obligation of such Lender to make or continue Term SOFR Loans or to convert Base Rate Loans to Term SOFR Loans shall be suspended, and

(b) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined

by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary

to avoid such illegality, be determined by the Administrative Agent without reference to the Term SOFR component of the Base Rate, in

each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination

no longer exist. Upon receipt of such notice, (i) the Borrower shall, upon demand from such Lender (with a copy to the Administrative

Agent), prepay or, if applicable, convert all Term SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate

Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the

Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to

maintain such Term SOFR Loan to such day, or immediately, if such Lender may not lawfully continue to maintain such Term SOFR Loan and

(ii) if such notice asserts the illegality of such Lender determining or charging interest rates based upon SOFR, the Administrative Agent

shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Term SOFR component

thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine

or charge interest rates based upon SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the

amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.

3.03

Inability to Determine Rates.

(a) If in

connection with any request for a Term SOFR Loan or a conversion of Base Rate Loans to Term SOFR Loans or a continuation of any of

such Loans, as applicable, (i) the Administrative Agent determines (which determination shall be conclusive absent manifest

error) that (A) no Successor Rate has been determined in accordance with Section 3.03(b), and the circumstances under Section

3.03(b)(i) or the Scheduled Unavailability Date has occurred, or (B) adequate and reasonable means do not otherwise exist for

determining Term SOFR for any requested Interest Period with respect to a proposed Term SOFR Loan or in connection with an existing

or proposed Base Rate Loan, or (ii) the Administrative Agent or the Required Lenders determine that for any reason that Term

SOFR for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such

Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,

(1) the obligation of the Lenders to make or maintain Term SOFR Loans, or to convert Base Rate Loans to Term SOFR Loans, shall

be suspended (to the extent of the affected Term SOFR Loans or Interest Periods), and (2) in the event of a determination

described in the preceding sentence with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR

component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a

determination by the Required Lenders described in clause (ii) of this Section 3.03(a), until the Administrative Agent

upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (x) the Borrower may revoke any pending

request for a Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans or

Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans

in the amount specified therein and (y) any outstanding Term SOFR Loans shall be deemed to have been converted to Base Rate Loans

immediately at the end of their respective applicable Interest Period.

(b)

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, if the Administrative Agent determines (which

determination shall be conclusive absent manifest error), or the Borrower or the Required Lenders notify the Administrative Agent (with,

in the case of the Required Lenders, a copy to the Borrower) that the Borrower or the Required Lenders (as applicable) have determined,

that:

(i)

adequate and reasonable means do not exist for ascertaining one-month or three-month interest periods of Term SOFR, including because

the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii)

CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative

Agent or such administrator with respect to its publication of Term SOFR, in each case, acting in such capacity, has made a public statement

identifying a specific date after which one-month and three-month interest periods of Term SOFR or the Term SOFR Screen Rate shall or

will no longer be representative or made available, or permitted to be used for determining the interest rate of Dollar denominated syndicated

loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator

that is satisfactory to the Administrative Agent, that will continue to provide such representative interest periods of Term SOFR after

such specific date (the latest date on which one-month and three-month interest periods of Term SOFR or the Term SOFR Screen Rate are

no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”);

then, on a date and

time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be

at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect

to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan

Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative Agent, in

each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the

“Successor Rate”).

If the Successor

Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

Notwithstanding

anything to the contrary herein, (A) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to

the Term SOFR Replacement Date, or (B) if the events or circumstances of the type described in Section 3.03(b)(i) or (ii)

have occurred with respect to the Successor Rate then in effect, then, in each case, the Administrative Agent and the Borrower may

amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section

3.03(b) at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as

applicable, with an alternative benchmark rate giving due consideration to any evolving or then existing convention for similar

Dollar denominated credit facilities syndicated and agented in the United States for such alternative benchmark, and in each case,

including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing

convention for similar Dollar denominated credit facilities syndicated and agented in the United States for such benchmark. For the

avoidance of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment

shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such

proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have

delivered to the Administrative Agent written notice that such Required Lenders object to such amendment.

The Administrative

Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor Rate.

Any Successor Rate

shall be applied in a manner consistent with market practice; provided that, to the extent such market practice is not administratively

feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative

Agent.

Notwithstanding

anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be

deemed to be zero for the purposes of this Agreement and the other Loan Documents.

In connection with

the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and,

notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will

become effective without any further action or consent of any other party to this Agreement; provided, that, with respect

to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower

and the Lenders reasonably promptly after such amendment becomes effective.

3.04

Increased Costs.

(a)

Increased Costs Generally. If any Change in Law shall:

(i)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against

assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or the L/C Issuer;

(ii)

subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition

of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,

or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)

impose on any Lender or the L/C Issuer any other condition, cost or expense affecting this Agreement or Term SOFR Loans made by

such Lender or any Letter of Credit or participation therein;

and the result of any of the

foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining

its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining

any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of

any sum received or receivable by such Lender or the L/C Issuer (whether of principal, interest or any other amount) then, upon request

of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or

amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b)

Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C

Issuer or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements

has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital

of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such

Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by or the L/C

Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could

have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies

of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower

will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the

L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c)

Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary

to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this

Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender or the L/C Issuer

the amount shown as due on any such certificate within ten days after receipt thereof.

(d)

Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing

provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation,

provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this

Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer,

as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s

or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs

or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect

thereof).

3.05

Compensation for Losses.

Upon demand of any Lender

(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender

harmless from any loss, cost or expense incurred by it as a result of:

(a)

any continuation, conversion, payment or prepayment of any Term SOFR Loan on a day other than the last day of the Interest Period

for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b)

any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or

convert any Term SOFR Loan on the date or in the amount notified by the Borrower; or

(c)

any assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by

the Borrower pursuant to Section 11.13;

including any loss or expense

arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits

from which such funds were obtained (but excluding any loss of anticipated profits). The Borrower shall also pay any customary administrative

fees charged by such Lender in connection with the foregoing.

3.06

Mitigation Obligations; Replacement of Lenders.

(a)

Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending

Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance

with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified

Taxes or additional amounts to any Lender, the L/C Issuer, or any Governmental Authority for the account of any Lender or the L/C Issuer

pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower

such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking

its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment

of such Lender or the L/C Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section

3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable,

and (ii) in each case, would not subject such Lender or the L/C Issuer to any unreimbursed cost or expense and would not otherwise be

disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses

incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b)

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to

pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to

Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with

Section 3.06(a), the Borrower may replace such Lender in accordance with Section 11.13.

3.07

Survival.

All of the Loan Parties’

obligations under this Article III shall survive termination of the Aggregate Revolving Commitments, repayment of all other Obligations

hereunder, and resignation of the Administrative Agent.

ARTICLE

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01

Conditions of Initial Credit Extension.

This Agreement shall become

effective upon, and the obligation of each Lender and the L/C Issuer to make its initial Credit Extension hereunder is subject to, the

satisfaction of the following conditions precedent:

(a)

Documentation. Receipt by the Administrative Agent of the following, each in form and substance satisfactory to the Administrative

Agent and each Lender:

(i)

Loan Documents.

(A)

Executed counterparts of this Agreement executed by a Responsible Officer of each Loan Party and by each Lender, the Administrative

Agent, and the L/C issuer.

(B)

A Note executed by a Responsible Officer of the Borrower in favor of each Lender requesting a Note.

(ii)

Opinions of Counsel. Favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent, each

Lender, and the L/C Issuer, dated as of the Closing Date.

(iii)

Organization Documents, Resolutions, Etc.

(A)

copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate

Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary

or assistant secretary of such Loan Party to be true and correct as of the Closing Date;

(B)

such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of

each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof

authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is

a party; and

(C)

such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized

or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(iv)

Financial Statements. The Audited Financial Statements.

(v)

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying (A) as to the conditions specified

in Sections 4.01(b) and (c) and 4.02(a) and 4.02(b) and (B) that there has been no event or circumstance since

December 31, 2025 that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect.

(vi) Compliance

Certificate. A duly completed compliance certificate (received at least five (5) Business Days prior to the Closing Date (or

such shorter period as the Lenders shall agree)) signed by the chief executive officer, chief financial officer, treasurer or

controller of the Borrower which shall demonstrate compliance with the covenants set forth in Section 7.11 of the Existing Credit

Agreement for the fiscal quarter ended December 31, 2025.

(b)

Litigation. Other than as disclosed in the audited financial statements for the fiscal year ending December 31, 2025 or

as set forth on Schedule 5.06, there shall not exist any action, suit, investigation or proceeding pending or, to the knowledge

of the Borrower, threatened by or against the Borrower or any of its Subsidiaries in any court or before an arbitrator or Governmental

Authority that could reasonably be expected to have a Material Adverse Effect.

(c)

Consents. All governmental, shareholder and third-party consents and approvals necessary in connection with the transactions

contemplated hereby shall have been obtained and all such consents and approvals shall be in force and effect.

(d)

Diligence; Beneficial Ownership. (i) Upon the reasonable request of any Lender, each Loan Party shall have provided to such

Lender, and such Lender shall be reasonably satisfied with, any documentation and other information so requested in connection with applicable

“know your customer” and anti-money-laundering rules and regulations (including the Act) and (ii) if the Borrower qualifies

as a “legal entity customer” under the Beneficial Ownership Regulation, the Borrower shall have delivered, to each Lender

that so requests, a Beneficial Ownership Certification in relation to the Borrower.

(e)

Interest; Fees; and Expenses. Receipt by the Administrative Agent, the Arrangers and the Lenders of any interest, fees,

and expenses required to be paid on or before the Closing Date, including, but not limited to, the fees set forth in the Fee Letter and

all accrued and unpaid interest and fees under the Existing Credit Agreement immediately prior to the Closing Date.

(f)

Attorney Costs. Payment by the Borrower of all reasonable fees, charges and disbursements of counsel to the Administrative

Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus

such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and

disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude

a final settling of accounts between the Borrower and the Administrative Agent).

Without limiting the generality

of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in

this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to

be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to

a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its

objection thereto.

4.02

Conditions to all Credit Extensions.

The obligation of each Lender

to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation

of Term SOFR Loans) is subject to the following conditions precedent:

(a) The

representations and warranties of each Loan Party contained in Article V or any other Loan Document, or which are contained

in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material

respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they

shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such

representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material

respects (other than those representations and warranties qualified by materiality or Material Adverse Effect, in which case they

shall be true and correct in all respects) as of such earlier date.

(b)

No Default shall exist, or would result from such proposed Credit Extension or from the immediate application of the proceeds thereof

(if applicable).

(c)

In the case of a L/C Credit Extension consisting of a Letter of Credit to be denominated in an Alternative L/C Currency, there

shall not have occurred any change in currency controls or exchange regulations or any change in the national or international financial,

political or economic conditions are imposed in the country in which such currency is issued, result in, in the reasonable opinion of

the L/C Issuer, (i) such Alternative L/C Currency no longer being readily available, freely transferable and convertible into Dollars,

(ii) a Dollar Equivalent is no longer readily calculable with respect to such Alternative L/C Currency, or (iii) no longer a currency

in which the L/C Issuer is willing to make such L/C Credit Extension.

(d)

The Administrative Agent and, if applicable, the L/C Issuer shall have received a Request for Credit Extension in accordance with

the requirements hereof.

Each Request for Credit Extension

(other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Term SOFR Loans) submitted by

the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)

have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE

REPRESENTATIONS AND WARRANTIES

The Borrower represents and

warrants to the Administrative Agent and the Lenders that:

5.01

Existence, Qualification and Power.

(a)

Each Loan Party and each Significant Subsidiary (i) is duly organized or formed, validly existing and, as applicable, in good standing

under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite

governmental licenses, authorizations, consents and approvals to (A) own or lease its assets and carry on its business and (B) execute,

deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and,

as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct

of its business requires such qualification or license; except in each case referred to in clause (ii)(A) or (iii), to the extent that

failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b) Each

Subsidiary (other than a Significant Subsidiary) (i) is duly organized or formed, validly existing and, as applicable, in good

standing under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all

requisite governmental licenses, authorizations, consents and approvals to own or lease its assets and carry on its business and

(iii) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its

ownership, lease or operation of properties or the conduct of its business requires such qualification or license, except, in each

case, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02

Authorization; No Contravention.

The execution, delivery and

performance by each Loan Party of each Loan Document to which such Person is party have been duly authorized by all necessary corporate

or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict

with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual

Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii)

any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject;

or (c) violate any Law.

5.03

Governmental Authorization; Other Consents.

No approval, consent, exemption,

authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required

in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan

Document other than those that have already been obtained and are in full force and effect.

5.04

Binding Effect.

Each Loan Document has been

duly executed and delivered by each Loan Party that is party thereto. Each Loan Document constitutes a legal, valid and binding obligation

of each Loan Party that is party thereto, enforceable against each Loan Party that is party thereto in accordance with its terms, subject

to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject

to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

5.05

Financial Statements; No Material Adverse Effect.

(a)

The financial statements delivered pursuant to Sections 6.01(a) and 6.01(b) (i) were prepared in accordance with

GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the

financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered

thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein

(subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii)

show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof,

including liabilities for taxes, material commitments and Indebtedness.

(b) The

Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,

except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of

the date thereof and their results of operations for the period covered thereby (subject, in the case of unaudited financial

statements, to the absence of footnotes and to normal year-end audit adjustments); and (iii) show all material indebtedness and

other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for

taxes, material commitments and Indebtedness.

(c)

Since December 31, 2025, there has been no event or circumstance, either individually or in the aggregate, that has had or could

reasonably be expected to have a Material Adverse Effect.

5.06

Litigation.

Other than as disclosed in

the audited financial statements for the fiscal year ended December 31, 2025 or as set forth on Schedule 5.06, there are no actions,

suits, proceedings, claims or disputes pending or, to the knowledge of a Loan Party, threatened or contemplated, at law, in equity, in

arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary, or against any of their properties or

revenues, that (a) pertain to this Agreement or any other Loan Document or (b) could reasonably be expected, individually or in the aggregate,

to have a Material Adverse Effect.

5.07

No Default.

No Default has occurred

and is continuing.

5.08

Ownership of Property.

Each Loan Party and each of

its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or

used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

5.09

Taxes.

Each Loan Party and its Subsidiaries

have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other

material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise

due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which

adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected

to result in a Material Adverse Effect. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made,

have a Material Adverse Effect. Other than as set forth on Schedule 5.09, no Loan Party is party to any tax sharing agreement with

anyone.

5.10

ERISA Compliance.

(a)

Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Plan is in compliance in all material respects

with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state Laws; (ii) each Pension Plan that is intended

to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS to

the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has

been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Internal Revenue Code, or an application for

such a letter is currently being processed by the IRS; and (iii) to the best knowledge of a Loan Party, nothing has occurred that would

reasonably be expected to prevent or cause the loss of such tax-qualified status.

(b)

There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental

Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no prohibited

transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or would reasonably be expected

to result in a Material Adverse Effect.

(c)

Except as would not reasonably be expected to have a Material Adverse Effect: (i) No ERISA Event has occurred, and no Loan Party

is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to

any Pension Plan; (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in

respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained;

(iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2)

of the Internal Revenue Code) is 60% or higher and neither a Loan Party nor any ERISA Affiliate knows of any facts or circumstances that

would reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent

valuation date; (iv) no Loan Party has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium

payments which have become due that are unpaid; (v) neither a Loan Party nor any ERISA Affiliate has engaged in a transaction that would

reasonably be expected to be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the

plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause

the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

(d) As

of the Closing Date, the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101,

as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or

the Commitments.

5.11

Subsidiaries.

Set forth on Schedule 5.11

is a complete and accurate list of (a) each Significant Subsidiary of the Borrower, (b) each Subsidiary of the Borrower that has guaranteed

any Indebtedness of the Borrower (other than the Obligations) and (c) the jurisdiction of organization, exact legal name and U.S. tax

payer identification number of the Borrower and each other Loan Party, in each case as of the Closing Date and as of the date of any update

to Schedule 5.11 pursuant to Section 6.02(b).

5.12

Margin Regulations; Investment Company Act.

(a)

Margin stock (as defined in Regulation U of the Board of Governors of the FRB) constitutes less than 25% of the value of those

assets of Loan Parties and their Subsidiaries (other than any Subsidiary which is an “exempted borrower” within the meaning

of Regulation U of the FRB) which are subject to any limitation on sale, pledge, or other restriction hereunder. Neither the making of

any Loan, the issuance of any Letter of Credit nor the use of the proceeds thereof will violate or be inconsistent with the provisions

of Regulation T, Regulation U or Regulation X of the Board of Governors of the FRB.

(b)

None of the Borrower, any Person Controlling the Borrower, any Loan Party, or any Significant Subsidiary is or is required to be

registered as an “investment company” under the Investment Company Act of 1940.

5.13

Disclosure.

Neither any Loan Document

nor any other agreement, document, instrument, certificate or statement (other than (i) any other projections, estimates, or other forward-looking

information and (ii) any forward-looking pro forma financial information) furnished to the Administrative Agent and the Lenders by or

on behalf of a Loan Party in connection with the transactions contemplated hereby, at the time it was furnished contained any untrue statement

of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein, under the

circumstances under which they were made, not misleading (considered in the context of all other information provided to the Lenders).

Any projections, estimates, forward-looking information or any forward-looking pro forma financial information furnished to the Administrative

Agent (whether in writing or orally) pursuant to this Agreement are based on good faith estimates and assumptions believed by management

of Borrower or the applicable Loan Party to be reasonable at the time made, it being understood by the Administrative Agent and the Lenders

that, without limiting the foregoing representation, (i) any information as it relates to future events is not to be viewed as fact, and

(ii) actual results during the period or periods covered by such information are subject to significant uncertainties and contingencies

and may differ materially from the projected results set forth therein. As of the Closing Date, the information included in any Beneficial

Ownership Certification delivered to the Administrative Agent or any Lender, if applicable, is true and correct in all respects.

5.14

Compliance with Laws.

Each Loan Party and each Subsidiary

is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties,

except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by

appropriate proceedings diligently conducted or (b) the failure to comply therewith could not reasonably be expected to have a Material

Adverse Effect.

5.15

Intellectual Property; Licenses, Etc.

Each Loan Party and each Subsidiary

owns, possesses or can acquire on reasonable terms the right to use, all of the trademarks, service marks, trade names, copyrights, patents

and other intellectual property rights that are reasonably necessary for the operation of its businesses, without conflict with the rights

of any other Person to the knowledge of such Loan Party or Subsidiary, except for any such failure to own or possess or conflict that

could not reasonably be expected to have a Material Adverse Effect.

5.16

Solvency.

The Borrower is Solvent and

the Borrower and its Subsidiaries are Solvent on a consolidated basis.

5.17

Sanctions.

None of the Loan

Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director or officer,

employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any

individual or entity that is (a) currently the subject or target of any Sanctions, (b) included on OFAC’s List of Specially

Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list

enforced by any other relevant sanctions authority or (c) located, organized or resident in a Designated Jurisdiction. The Loan

Parties and their Subsidiaries and, to the knowledge of the Loan Parties and their Subsidiaries, any director or officer thereof

have conducted their businesses in material compliance with all applicable Sanctions and have instituted and maintained policies and

procedures designed to promote and achieve compliance with such Sanctions.

5.18

Anti-Corruption Laws.

The Loan Parties and their

Subsidiaries and, to the knowledge of the Borrower and its Subsidiaries, any director or officer have each conducted their businesses

in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption

legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote and achieve compliance

with such laws.

5.19

Affected Financial Institution.

Neither the Borrower, nor

any of its Subsidiaries is an Affected Financial Institution.

5.20

Covered Entity.

No Loan Party is a Covered

Entity.

ARTICLE

AFFIRMATIVE COVENANTS

Until the Facility Termination

Date, the Borrower shall:

6.01

Financial Statements.

Deliver to the Administrative

Agent and each Lender, in form and detail satisfactory to the Administrative Agent:

(a)

as soon as available, but in any event within one hundred and twenty days after the end of each fiscal year of the Borrower (or,

if earlier, 10 Business Days after the date required to be filed with the SEC after giving effect to any extension permitted by the SEC),

commencing with the fiscal year ending December 31, 2026, (i) a consolidated balance sheet of the Borrower and its Subsidiaries as at

the end of such fiscal year, together with the related consolidated statements of income or operations, changes in shareholders’

equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all

in reasonable detail and prepared in accordance with GAAP, and in connection with the financial statements in clause (i) above, audited

and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable

to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall

not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope

of such audit and (ii) such other financial information regarding the Borrower and its Subsidiaries as reasonably requested by the Administrative

Agent in order to determine compliance with Section 7.11; and

(b) as soon as

available, but in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of the

Borrower (or, if earlier, 10 Business Days after the date required to be filed with the SEC after giving effect to any extension

permitted by the SEC), commencing with the fiscal quarter ended March 31, 2026, (i) a consolidated balance sheet of the Borrower and

its Subsidiaries as at the end of such fiscal quarter, together with the related consolidated statements of income or operations for

such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of

changes in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, in each case

setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and

the corresponding portion of the previous fiscal year, all in reasonable detail and certified by the chief executive officer, chief

financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations,

shareholders’ equity 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 and (ii) such other financial information regarding the Borrower and its

Subsidiaries as reasonably requested by the Administrative Agent in order to determine compliance with Section 7.11.

As to any information contained

in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under

Section 6.01(a) or 6.01(b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the

information and materials described in Section 6.01(a) or 6.01(b) at the times specified therein.

6.02

Certificates; Other Information.

Deliver to the Administrative

Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a)

concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent

certified public accountants certifying such financial statements;

(b)

concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b), a duly completed

Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower which shall,

among other things, (i) demonstrate compliance with the covenants set forth in Section 7.11 and (ii) update Schedule 5.11,

as applicable;

(c)

promptly after the same are available, copies of each annual report, each material proxy or material financial statement or other

material report or communication sent to the public equityholders of any Loan Party or any Subsidiary, and copies of all material annual,

regular, periodic and special reports and material registration statements which a Loan Party or any Subsidiary may file or be required

to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the

Administrative Agent pursuant hereto;

(d)

promptly after any request by the Administrative Agent, copies of any material detailed audit reports or management letters submitted

to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection

with the accounts or books of the Borrower or any Subsidiary;

(e)

promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent

or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations,

including the Act and the Beneficial Ownership Regulation;

(f)

promptly, and in any event within five Business Days after receipt thereof by the any Loan Party or any Subsidiary, copies of

each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any

investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of any

Loan Party or any Subsidiary; and

(g)

promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary,

or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

Documents required to be delivered

pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(c) (to the extent any such documents are included in materials

otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date

(i) on which a Loan Party posts such documents, or provides a link thereto on such Loan Party’s website on the Internet at the website

address listed on Schedule 11.02; or (ii) on which such documents are posted on a Loan Party’s behalf on an Internet or intranet

website (including www.sec.gov/edgar.shtml), if any, to which each Lender and the Administrative Agent have access (whether a commercial,

third party website or whether sponsored by the Administrative Agent); provided that: (i) a Loan Party shall deliver paper copies

of such documents to the Administrative Agent or any Lender upon its request to such Loan Party to deliver such paper copies until a written

request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) such Loan Party shall notify the

Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative

Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation

to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility

to monitor compliance by any Loan Party with any such request by a Lender for delivery, and each Lender shall be solely responsible for

requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges

that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer

materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)

by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”)

and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public

information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged

in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w)

all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”

which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking

Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the

L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the

Borrower or its securities for purposes of United States federal and state securities Laws (provided, however, that to the

extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials

marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;”

and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC”

as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding

the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

6.03

Notices.

Promptly notify the Administrative

Agent and each Lender of:

(a)

the occurrence of any Default.

(b)

any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance

of, or any default under, a Contractual Obligation of a Loan Party or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding

or suspension between a Loan Party or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development

in, any litigation or proceeding affecting a Loan Party or any Subsidiary, including pursuant to any applicable Environmental Laws.

(c)

the occurrence of any ERISA Event that has had or that would reasonably be expected to result in a Material Adverse Effect.

(d)

any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary.

(e) any

announcement by S&P or Fitch of any change in a Debt Rating of the Borrower.

Each notice pursuant to this

Section 6.03 (other than clause (e)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth

details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.

Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other

Loan Document that have been breached (if any).

6.04

Payment of Taxes.

Cause itself, each Loan Party

and each of its Subsidiaries to pay and discharge within thirty (30) days of the date the same shall become due and payable, all its tax

liabilities, assessments and governmental charges or levies upon it or its properties, unless (a) the same are being contested in good

faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the applicable

Loan Party or the applicable Subsidiary in connection therewith or (b) the failure to do so, individually or in the aggregate, could not

reasonably be expected to result in a Material Adverse Effect.

6.05

Preservation of Existence, Etc.

Cause itself, each Loan Party

and each of its Subsidiaries to (a) except as permitted pursuant to Section 7.04, preserve, renew and maintain in full force and effect

its legal existence and good standing under the Laws of the jurisdiction of its organization; (b) take all reasonable action to maintain

all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent

that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered

patents, trademarks, trade names and service marks, in each case, the non-preservation of which could reasonably be expected to have a

Material Adverse Effect.

6.06

Maintenance of Properties.

Cause itself, each Loan

Party and each of its Subsidiaries to (a) maintain, preserve and protect all of its material properties and equipment necessary in

the operation of its business in good working order and condition, ordinary wear and tear and casualty and condemnation excepted;

and (b) make all necessary repairs thereto and renewals and replacements thereof, except, in the case of each of clauses (a) and (b)

hereof, where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07

Maintenance of Insurance.

Cause itself, each Loan Party

and each of its Subsidiaries to maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance

with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the

same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons,

except in instances where the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.08

Compliance with Laws.

Cause itself, each Loan Party

and each of its Subsidiaries to comply in all material respects with the requirements of all Laws, including, without limitation, Environmental

Laws, and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which

(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently

conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09

Books and Records.

Cause itself, each Loan Party

and each of its Subsidiaries to (a) maintain proper books of record and account in conformity with GAAP; and (b) maintain such books of

record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction

over such Loan Party or such Subsidiary, as the case may be.

6.10

Inspection Rights.

Permit representatives and

independent contractors of the Administrative Agent to visit and inspect any of its, any Loan Party’s and its Subsidiaries’

properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss

its affairs, finances and accounts with its directors, officers, and independent public accountants, all, subject to the proviso below,

at the sole expense of the Administrative Agent and at such reasonable times during normal business hours and as often as may be reasonably

desired, upon reasonable advance notice to the applicable Loan Party; provided, however, that when an Event of Default exists

the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the

applicable Loan Party at any time during normal business hours and without advance notice. It is understood and agreed that the Administrative

Agent shall, at the request of any Lender, share with such Lender information resulting from any inspection under this Section 6.10.

6.11

Use of Proceeds.

Cause itself, each Loan Party

and each of its Subsidiaries to use the proceeds of the Credit Extensions to finance working capital and other lawful corporate purposes;

provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.

6.12

Guarantors.

On or before the date that

any Subsidiary agrees to Guarantee any Indebtedness of the Borrower (other than the Obligations) (or such later date as the Administrative

Agent may agree in its sole discretion), either (a) cause such Subsidiary to become a Guarantor hereunder by (i) executing and delivering

to the Administrative Agent a Joinder Agreement and (ii) delivering to the Administrative Agent such Organization Documents, resolutions

and, if requested by the Administrative Agent, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to

the Administrative Agent or (b) provide a written certificate to the Administrative Agent acknowledging that all Indebtedness of such

Subsidiary is subject to Section 7.03, specifying the amount of Indebtedness of such Subsidiary as of the date of the certificate

and certifying that the Borrower is in compliance with Section 7.03 as of the date of the certificate.

6.13

Anti-Corruption Laws; Sanctions.

Cause itself and each of its

Subsidiaries to conduct its businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery

Act 2010 and other similar anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies

and procedures designed to promote and achieve compliance with such laws and Sanctions.

ARTICLE

VII

NEGATIVE COVENANTS

Until the Facility Termination

Date, no Loan Party shall, nor shall it permit any Subsidiary to, directly or indirectly:

7.01

Liens.

Create, incur, assume or suffer

to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)

Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals, extensions or replacements thereof; provided

that the property covered thereby is not increased, and with respect to any replacement Lien, the amount of any Indebtedness secured by

such Lien shall not be increased;

(b)

Liens (other than Liens imposed under ERISA) for taxes, assessments or governmental charges or levies not yet due or which are

being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained

on the books of the applicable Person in accordance with GAAP;

(c)

Liens of carriers, warehousemen, mechanics, materialmen, workmen and repairmen or other like Liens arising in the ordinary course

of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings

diligently conducted;

(d)

pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance,

old age benefits, other social security obligations, taxes, assessments, statutory obligations and other similar charges, other than any

Lien imposed by ERISA;

(e)

(i) deposits to secure the performance of bids, tenders, trade contracts and leases (other than Indebtedness), statutory obligations,

surety and appeal bonds, performance and return of money bonds, agreements with utilities and other obligations of a like nature incurred

in the ordinary course of business (including in each case deposits and/or Liens securing letters of credit issued in lieu of any such

cash deposits), and (ii) other cash deposits required to be made in the ordinary course of business, including those made to secure health,

safety and environmental obligations in the ordinary course of business;

(f)

easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not

substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere

with the ordinary conduct of the business of the applicable Person;

(g)

Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments), which judgments

do not constitute an Event of Default under Section 8.01(h), and the pledge of assets for the purpose of securing an appeal, stay

or discharge in the course of any such legal proceeding;

(h)

Liens securing Indebtedness permitted under Section 7.03(c); provided that (i) such Liens do not at any time encumber

any property other than the property financed by such Indebtedness and (ii) with respect to Indebtedness permitted by Section 7.03(c)(i)

such Liens attach to such property concurrently with or within ninety days after the acquisition thereof;

(i)

leases or subleases granted to others not interfering in any material respect with the business of any Loan Party or any Subsidiary;

(j)

any interest of title of a lessor under, and Liens arising from UCC financing statements (or equivalent filings, registrations

or agreements in foreign jurisdictions) relating to, leases permitted by this Agreement;

(k)

normal and customary rights of setoff and other Liens upon deposits of cash and securities in favor of banks, brokers or other

financial institutions;

(l)

Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

(m) any

Lien existing on property (and the proceeds thereof) existing at the time of its acquisition and any modification, replacement, renewal

or extension thereof; provided that such Lien was not created in contemplation of such acquisition;

(n) Liens

incurred or assumed in the ordinary course on cash, marketable securities, real estate loans (including related purchase commitments)

commodities or other financial products to secure stock lending transactions, repurchase agreements, and other collateralized financing

transactions at Subsidiaries;

(o) pledges

of securities or commodity positions and exchange memberships in the ordinary course of business;

(p) deposits

or securities with commodity or securities exchanges or clearing organizations, or with other exchanges or markets, in each case in the

ordinary course of business;

(q) Liens

on cash and marketable securities granted by Berkeley Point in favor of Fannie Mae under the Delegated Underwriting and Servicing Program

and/or Freddie Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar programs, in each

case in the ordinary course of business; and

(r) other

Liens securing Indebtedness or other obligations in an aggregate principal amount not to exceed at any one time, the difference of $40,000,000

and any Indebtedness incurred pursuant to Section 7.03(i).

7.02

Investments.

Make any Investments, except:

(a) Investments

existing on the Closing Date set forth on Schedule 7.02;

(b) Investments

to manage cash and liquidity in the ordinary course of business that are consistent with past practices or the internal investment policy

of the Borrower;

in marketable securities, loans, loan servicing rights, commodities, forwards, futures, derivatives and other assets in connection with

trading, underwriting, loan origination, loan servicing, selling to customers, acting as a broker or acting as a market intermediary,

all in the ordinary course of business;

(d) loans

or advances to employees, independent contractors or consultants as part of compensation programs, and which are by their nature forgivable

by the Borrower or relevant Subsidiary or purchases or redemption of equity interests from employees, former employees, independent contractors

or consultants;

(e) travel

advances and other similar cash advances made to employees, independent contractors or consultants in the ordinary course of business;

(f) Investments

in Persons that are engaged in an Eligible Line of Business;

(g) Investments

in (or Acquisitions of) Subsidiaries and other Persons that are not wholly-owned or are not engaged in an Eligible Line of Business in

an amount not to exceed, in the aggregate, at any one time outstanding (net of the proceeds received from the sale of such Investments)

the greater of $85,000,000 and 5% of Consolidated Net Worth;

(h) Cash AD Loans;

and

(i) Permitted

Acquisitions.

7.03

Subsidiary Indebtedness.

Create, incur, assume or suffer

to exist any Indebtedness of any Subsidiary of a Loan Party (other than any Subsidiary that is a Guarantor), except:

(a)

Indebtedness outstanding on the Closing Date set forth on Schedule 7.03 if any (and, with respect to any such Indebtedness,

renewals, refinancings and extensions thereof); provided that (i) the amount of such Indebtedness is not increased above the

original principal amount at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or

other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal

to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity,

collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or

extension are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the

Indebtedness being refinanced, renewed or extended;

(b)

obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or

were) entered into by such Person for hedging purposes in the ordinary course of business, and not for purposes of speculation or taking

a “market view”;

(c)

(i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter

incurred to finance the purchase of assets and renewals, refinancings and extensions thereof and (ii) Indebtedness hereafter incurred

(including obligations in respect of capital leases and Synthetic Lease Obligations) that is secured by fixed assets and all renewals,

refinancings and extensions thereof; provided that the aggregate outstanding principal amount of all such Indebtedness incurred

pursuant to this clause (ii) shall not exceed $47,500,000 at any one time outstanding;

(d)

so long as the Borrower is in compliance with the financial covenants set forth in Section 7.11 on a Pro Forma Basis after

giving effect thereto, Indebtedness (i) of any Person that is merged or consolidated with and into any Subsidiary, (ii) of any Person

that becomes a Subsidiary as a result of an Acquisition to the extent, in each case, that such Indebtedness was not incurred in connection

with, or in contemplation of, such Person becoming a Subsidiary or (iii) consisting of customary performance based earn-out payments incurred

in connection with an Acquisition;

(e)

endorsement of items for deposit or collection of commercial paper received in the ordinary course of business;

(f)

intercompany Indebtedness permitted under Section 7.02;

(g)

obligations to purchase or redeem Equity Interests held by current or former partners, officers, directors, employees, independent

contractors, consultants, service providers and their respective estates, spouses or former spouses in the ordinary course of business;

(h)

Indebtedness in the form of (i) any “bad boy guaranties” (including any related environmental indemnity) provided in

connection with real estate financings of Affiliates and (ii) Guarantees by Berkeley Point to Fannie Mae under the Delegated Underwriting

and Servicing Program and/or Freddie Mac under the Targeted Affordable Housing Program in respect of loss sharing arrangements or similar

programs, in each case in the ordinary course of business; and

(i)

other Indebtedness in an aggregate principal amount not to exceed the difference of $40,000,000 and, without duplication, the aggregate

principal amount of any Indebtedness or other obligations secured by Liens incurred pursuant to Section 7.01(r).

7.04

Fundamental Changes.

Merge, dissolve,

liquidate or consolidate with or into another Person, except that (a) the Borrower may merge or consolidate with any of its

Subsidiaries; provided that the Borrower shall be the continuing or surviving Person, (b) any Subsidiary may be merged or

consolidated with or into any other Subsidiary; provided, further, that if such merger or consolidation is with

respect to a Subsidiary that is a Loan Party, then either such Loan Party shall be the continuing or surviving Person or such

surviving Person shall become a Loan Party promptly after such merger or consolidation, (c) the Borrower or any of its Subsidiaries

may merge or consolidate with any other Person; provided that (i) if the Borrower is a party to such transaction, the

Borrower is the continuing or surviving Person and (ii) if such Subsidiary is a Loan Party, then either such Loan Party shall be the

continuing or surviving Person or such surviving Person shall become a Loan Party promptly after such merger or consolidation, and

(d) any Subsidiary (other than a Loan Party) may dissolve, liquidate or wind up its affairs at any time provided that such

dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

7.05

Dispositions.

Make any Disposition except:

(a)

Dispositions consisting of sales of marketable securities, loans, loan servicing rights, commodities, forwards, futures, derivatives

and other assets in connection with trading, market making activities, loan origination and securitization, structured products and other

financial services activities, and real estate businesses, in each case in the ordinary course of business;

(b)

Dispositions by (i) any Subsidiary of the Borrower to the Borrower or any other Subsidiary and (ii) the Borrower to any, direct

or indirect, wholly owned Subsidiary of the Borrower; and

(c)

Any Disposition (in addition to the Dispositions permitted by clauses (a), (b) and (c) above) so long as upon

the Disposition Date for such Disposition (as defined below) the aggregate amount of Consolidated EBITDA contributed by the assets, businesses

or divisions sold or otherwise disposed of by the Loan Parties and their Subsidiaries in connection with (i) such Disposition and (ii)

all other Dispositions that occurred within one year prior to such Disposition Date shall not exceed 25% of Consolidated EBITDA for the

most recent period of four fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01(a)

or 6.01(b). For purposes of this clause (d), “Disposition Date” means, with respect to any Disposition,

the earliest of (A) the date the definitive agreement is entered into to make such Disposition, (B) the public announcement by the Borrower

or its Subsidiaries of such Disposition, or (C) the closing of such Disposition.

7.06

Restricted Payments.

Declare or make, directly

or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:

(a)

each Subsidiary may declare and make Restricted Payments to a Loan Party or otherwise in accordance with its Organization Documents;

(b)

the Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the Equity

Interests of such Person; and

Borrower and each of its Subsidiaries may declare and make Restricted Payments if, immediately before and after giving effect

thereto, (i) no Event of Default shall have occurred and be continuing and (ii) the Borrower is in compliance with the financial

covenants set forth in Section 7.11 on a pro forma basis after giving effect thereto as if such Restricted Payment had been made on

the last day of the most recent four fiscal quarter period preceding the date of declaration of such Restricted Payment for which

financial statements were required to be delivered pursuant to Section 6.01(a) or 6.01(b).

7.07

Change in Nature of Business.

Engage in any business or

activity that is not an Eligible Line of Business; provided that the foregoing shall not apply to Investments permitted pursuant to Section

7.02(g).

7.08

Transactions with Affiliates.

Enter into or permit to exist

any transaction or series of transactions with any Affiliate of such Person, that is less favorable than could be obtained in a similar

transaction with a non-affiliate, other than (1) any transaction approved by the Borrower’s audit committee, (2) any transaction

with an Affiliate that is consolidated with the Borrower under GAAP, (3) management fees, employee benefit arrangements or indemnification

programs pertaining to limited or general partners of the Borrower or any of its Subsidiaries entered into in the ordinary course of business

or approved by the Borrower’s board of directors, (4) transactions existing on the Closing Date and set forth on Schedule 7.08

and (5) any transaction that does not, individually, exceed $750,000.

7.09

Burdensome Agreements.

Enter into, or permit to exist,

any Contractual Obligation that with respect to any Subsidiary, encumbers or restricts the ability of any such Person to (i) make Restricted

Payments to any Loan Party, (ii) pay any Indebtedness or other obligation owed to any Loan Party, (iii) make loans or advances to any

Loan Party, (iv) transfer any of its property to the any Loan Party, (v) pledge its property pursuant to the Loan Documents or any renewals,

refinancings, exchanges, refundings or extension thereof or (vi) act as a Loan Party pursuant to the Loan Documents or any renewals, refinancings,

exchanges, refundings or extension thereof if otherwise required to be a Loan Party hereunder, except (in respect of any of the matters

referred to in clauses (i) through (v) above) for (1) this Agreement and the other Loan Documents, (2) any document or instrument governing

Indebtedness incurred pursuant to Section 7.03(c), provided that any such restriction contained therein relates only to

the asset or assets constructed or acquired in connection therewith, (3) any Permitted Lien or any document or instrument governing any

Permitted Lien; provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted

Lien, (4) customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under Section

7.05 pending the consummation of such sale, (5) customary provisions in joint venture agreements and other similar agreements, (6)

customary provisions restricting assignment contained in leases, subleases, licenses and other agreements, (7) any agreement or other

instrument of a Person acquired by a Loan Party or any Subsidiary which was in existence at the time of such Acquisition (but not created

in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such Acquisition), which

encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries,

or the property or assets of the Person and its Subsidiaries, so acquired and (8) customary restrictions and conditions contained in any

agreement entered into in connection with any Indebtedness permitted under Section 7.03(h) or obligations of the types contemplated

by the proviso of the definition of Funded Indebtedness.

7.10

Use of Proceeds.

Use the proceeds of any

Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin

stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin

stock or to refund indebtedness originally incurred for such purpose.

7.11

Financial Covenants.

Permit:

(a)

Consolidated Leverage Ratio. The Consolidated Leverage Ratio as of the last day of each fiscal quarter of the Borrower,

commencing with the fiscal quarter ended March 31, 2026, to be greater than 3.25:1.00 for the four fiscal quarter period ending on such

date; provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters

of the Borrower (commencing with the fiscal quarter of the Borrower during which such Qualified Acquisition is consummated) (such period

of increase, the “Leverage Increase Period”), the ratio set forth above shall, upon receipt by the Administrative Agent

of a Qualified Acquisition Notice, be increased to 3.75:1.00; provided, further, that, (i) there shall be no more

than one (1) Leverage Increase Period during the term of this Agreement and (ii) the Leverage Increase Period shall apply only with respect

to the calculation of the Consolidated Leverage Ratio for purposes of determining compliance with the financial maintenance covenant set

forth in this Section 7.11(a) and not for any other purpose.

(b)

Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio, as of the last day of any fiscal quarter

of the Borrower, commencing with the fiscal quarter ended March 31, 2026, to be less than 4.00:1.00 for the four fiscal quarter period

ending on such date.

7.12

Fiscal Year.

Change its fiscal year from

its present ending on December 31 of each year except as necessary for a Subsidiary to align its fiscal year with the Borrower.

7.13

Sanctions.

Use

any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or

the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction,

that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including

any Person participating in the transaction, whether as Lender, L/C Issuer, an Arranger, Administrative Agent or otherwise) of Sanctions.

7.14

Anti-Corruption Laws.

Use

the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK

Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.

ARTICLE

VIII

EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default.

Any of the following shall

constitute an event of default (each, an “Event of Default”):

(a)

Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan

or any L/C Obligations, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any

fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document;

(b)

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in (i) Section

6.01 or 6.02 and such failure continues for five Business Days or (ii) any of Section 6.03(a); solely with respect to

the Loan Parties, 6.05(a), 6.10 or 6.11 or Article VII; or

(c)

Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection

(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty days after

the earlier of (i) the date on which such failure shall first become known to a Responsible Officer of the Borrower or (ii) written notice

thereof is given to a Responsible Officer of the Borrower by the Administrative Agent; or

(d)

Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by

or on behalf of a Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall

be untrue in any material respect (other than those representations and warranties that are qualified by materiality or Material Adverse

Effect, in which case in any respect) when made or deemed made; or

(e)

Cross-Default. (i) Any Loan Party or any Subsidiary of a Loan Party with a net worth in excess of $10,000,000 (A) after

giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension, amendment or waiver),

fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect

of any Indebtedness or Guarantee of such Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having

an aggregate principal amount (including drawn and outstanding amounts owing to all creditors under any combined or syndicated credit

arrangement) of more than the Threshold Amount, or (B) after giving effect to any grace period applicable thereto (including any cure

period, forbearance or other extension, amendment or waiver), fails to observe or perform any other agreement or condition relating to

any such Indebtedness or Guarantee of such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto,

or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness

or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)

to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased

or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to

its stated maturity, or such Guarantee to become payable or Cash Collateral in respect thereof to be demanded; or (ii) there occurs under

any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap

Contract as to which any Loan Party or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination

Event (as so defined) under such Swap Contract as to which any Loan Party or any Subsidiary is an Affected Party (as so defined) and,

in either event, after giving effect to any grace period applicable thereto (including any cure period, forbearance or other extension,

amendment or waiver), the Swap Termination Value owed by such Loan Party or such Subsidiary as a result thereof is greater than the Threshold

Amount; or

(f)

Insolvency Proceedings, Etc. Any Loan Party or any Subsidiary with a net worth in excess of $10,000,000 institutes or consents

to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for

or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or

for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer

is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty calendar

days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted

without the consent of such Person and continues undismissed or unstayed for sixty calendar days, or an order for relief is entered in

any such proceeding; or

(g)

Inability to Pay Debts; Attachment. (i) Any Loan Party or any Subsidiary with a net worth in excess of $10,000,000 becomes

unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment

or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released,

vacated or fully bonded within thirty days after its issue or levy; or

(h)

Judgments. There is entered against any Loan Party or any Subsidiary with a net worth in excess of $10,000,000 one or more

final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold

Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of the claim and does

not dispute coverage), and, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period

of thirty (30) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not

in effect; or

(i)

ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably

be expected to result in liability of any Loan Party or any Subsidiary under Title IV of ERISA to the Pension Plan, Multiemployer Plan

or the PBGC in an aggregate amount in excess of the Threshold Amount; provided, however, that, for purposes of determining

whether withdrawal liability associated with a Multiemployer Plan is in excess of the Threshold Amount, only the maximum annual withdrawal

liability payment amount pursuant to Section 4219(c) of ERISA shall be taken into account, as opposed to the total aggregate withdrawal

liability assessed, or (ii) any Loan Party, any Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable

grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan

in an aggregate amount in excess of the Threshold Amount; or

(j)

Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any

reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full

force and effect; or any Loan Party or any other Person contests in any manner the validity or enforceability of any provision of any

Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or

purports to revoke, terminate or rescind any Loan Document.

8.02

Remedies Upon Event of Default.

If any Event of Default occurs

and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all

of the following actions:

(a)

declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated,

whereupon such commitments and obligation shall be terminated;

(b)

declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing

or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other

notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)

require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect

thereto); and

(d)

exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer

under the Loan Documents or applicable Law or at equity;

provided, however,

that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of

the United States, the obligation of each Lender to make Loans and any obligations of the L/C Issuer to make L/C Credit Extensions shall

automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically

become due and payable and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become

effective, in each case, without further act of the Administrative Agent or any Lender.

8.03

Application of Funds.

After the exercise of remedies

provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations

have automatically been required to be Cash Collateralized, in each case, as set forth in the proviso to Section 8.02) or if at

any time insufficient funds are received by and available to the Administrative Agent to pay fully all Obligations then due hereunder,

in each case, any amounts received on account of the Obligations shall, subject to the provisions of Section 2.15, be applied by

the Administrative Agent in the following order:

First, to payment of

that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements

of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity

as such;

Second, to payment

of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit

Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the

L/C Issuer and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this

clause Second payable to them;

Third, to payment of

that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Disbursements and

other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to

them;

Fourth, to payment

of that portion of the Obligations constituting unpaid principal of the Loans and L/C Disbursements, ratably among the Lenders and the

L/C Issuer in proportion to the respective amounts described in this clause Fourth payable to them;

Fifth, to the Administrative

Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount

of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14;

and

Last, the balance,

if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.03(c)

and 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to the Fifth clause

above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral

after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations,

if any, in the order set forth above.

ARTICLE

ADMINISTRATIVE AGENT

9.01

Appointment and Authority.

Each of the Lenders and the

L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other

Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated

to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders, and the L/C Issuer, and no Loan Party

shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”

herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote

any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used

as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02

Rights as a Lender.

The Person serving as the

Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise

the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise

expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its

individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor

or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate

thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide

notice to or consent of the Lenders with respect thereto.

9.03

Exculpatory Provisions.

The Administrative Agent shall

not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall

be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a)

shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and

powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed

in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in

the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion

or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable

Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that

may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and

shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated

to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Neither the Administrative

Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection

with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request

of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall

believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the

absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable

judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent

shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative

Agent by the Borrower, a Lender or the L/C Issuer.

Neither the Administrative

Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire

into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents

of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance

or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,

(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument

or document and (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt

of items expressly required to be delivered to the Administrative Agent.

Neither the Administrative

Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor

or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of

the foregoing, the Administrative Agent shall not ‎(i) be obligated to ascertain, monitor or inquire as to whether any Lender or

Participant or prospective Lender or Participant is a Disqualified ‎Institution or (ii) have any liability with respect to or arising

out of any assignment or participation of Loans, or disclosure of confidential information, to any ‎Disqualified Institution.

9.04

Reliance by Administrative Agent.

The Administrative Agent

shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any

notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic

message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or

otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by

telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any

liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance,

extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C

Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the

Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan

or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan

Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it

in accordance with the advice of any such counsel, accountants or experts.

9.05

Delegation of Duties.

The Administrative Agent may

perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one

or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its

duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall

apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective

activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court

of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or

willful misconduct in the selection of such sub-agents.

9.06

Resignation of Administrative Agent.

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt

of any such notice of resignation, the Required Lenders shall have the right, in consultation with and (so long as there is no continuing

Event of Default) with the consent of the Borrower, to appoint a successor, which shall be a bank with an office in the United States,

or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required

Lenders (and, if applicable, the Borrower) and shall have accepted such appointment within thirty days after the retiring Administrative

Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective

Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuer,

appoint a successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any such successor

Administrative Agent be a Defaulting Lender or a Disqualified Institution. Whether or not a successor has been appointed, such resignation

shall become effective in accordance with such notice on the Resignation Effective Date.

(b)

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required

Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative

Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders

and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal

Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective

Date.

(c)

With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative

Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity

payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided

to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such

time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s

appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges

and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights

to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the

Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and

obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees

payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed

between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and

under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such

retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted

to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such

resignation or removal in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d)

Any resignation by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation

as the L/C Issuer. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the

L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and

all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations

in Unreimbursed Amounts pursuant to Section 2.03(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which

successor shall in all cases be a Lender other than a Defaulting Lender), and subject to such successor L/C Issuer’s consent to

act in such role, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring

L/C Issuer, (ii) the retiring L/C Issuer shall be discharged from all of its duties and obligations hereunder or under the other Loan

Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding

at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank

of America with respect to such Letters of Credit.

9.07

Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C

Issuer expressly acknowledges that none of the Administrative Agent nor the Arrangers has made any representation or warranty to it,

and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any

assignment or review of the affairs of any of the Borrower, any Guarantor or any Affiliate thereof, shall be deemed to constitute

any representation or warranty by the Administrative Agent or the Arrangers to any Lender or the L/C Issuer as to any matter,

including whether the Administrative Agent or the Arrangers have disclosed material information in their (or their Related

Parties’) possession. Each Lender and the L/C Issuer represents to the Administrative Agent and the Arrangers that it has,

independently and without reliance upon the Administrative Agent, any Arranger, any Lender or any of their Related Parties and based

on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation

into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties, and all

applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into

this Agreement and to extend credit to the Borrower hereunder. Each Lender and the L/C Issuer also acknowledges that it will,

independently and without reliance upon the Administrative Agent, any Arranger, any 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 credit analysis,

appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related

agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself

as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower. Each Lender

and the L/C Issuer represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii)

it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a

Lender or the L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth

herein as may be applicable to such Lender or the L/C Issuer, and not for the purpose of purchasing, acquiring or holding any other

type of financial instrument, and each Lender and the L/C Issuer agrees not to assert a claim in contravention of the foregoing.

Each Lender and the L/C Issuer represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or

hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the L/C Issuer, and

either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to

provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other

facilities.

9.08

No Other Duties; Etc.

Anything herein to the contrary

notwithstanding, none of the bookrunners, arrangers, syndication agents, documentation agents or co-agents shall have any powers, duties

or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative

Agent, a Lender, or the L/C Issuer hereunder.

9.09

Administrative Agent May File Proofs of Claim.

In case of the pendency of

any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective

of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise

and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention

in such proceeding or otherwise:

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations

and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have

the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses,

disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all

other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.09 and 11.04) allowed in such

judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver,

assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender

and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to

the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable

compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the

Administrative Agent under Sections 2.09 and 11.04.

Nothing contained herein shall

be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer

any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer

to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding.

9.10

Guaranty Matters.

Each of the Lenders and the

L/C Issuer irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (i) the

Borrower requests such release, (ii) such Guarantor is not required to Guarantee the Obligations pursuant to Section 6.12, and

(iii) no Default exists or would result from such release.

Upon request by the Administrative

Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from

its obligations under the Guaranty, pursuant to this Section 9.10.

9.11

ERISA Matters.

(a)

Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the

date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative

Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any Guarantor, that at least one of the following

is and will be true:

(i)

such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit

Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters

of Credit, the Commitments or this Agreement,

(ii)

the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined

by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company

general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38

(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions

determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration

of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A)

such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of

PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,

participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement

satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the

requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,

participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv)

such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,

and such Lender.

(b)

In addition, unless either (i) Section 9.11(a)(i) is true with respect to a Lender or (ii) a Lender has provided another

representation, warranty and covenant in accordance with Section 9.11(a)(iv), such Lender further (A) represents and warrants,

as of the date such Person became a Lender party hereto, to, and (B) covenants, from the date such Person became a Lender party hereto

to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of

doubt, to or for the benefit of the Borrower or any Guarantor, that the Administrative Agent is not a fiduciary with respect to the assets

of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters

of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative

Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

9.12

Recovery of Erroneous Payments.

Without limitation of any

other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender Party, whether

or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable Amount, then in any

such event, each Lender Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand

the Rescindable Amount received by such Lender Party in immediately available funds in the currency so received, with interest thereon,

for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative

Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry

rules on interbank compensation. Each Lender Party irrevocably waives any and all defenses, including any “discharge for value”

(under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another)

or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Lender Party promptly

upon determining that any payment made to such Lender Party comprised, in whole or in part, a Rescindable Amount.

ARTICLE

GUARANTY

10.01

The Guaranty.

Each of the Guarantors

hereby jointly and severally guarantees to each Lender and each other holder of Obligations as hereinafter provided, as primary

obligor and not as surety, the prompt payment of the Obligations in full when due (whether at stated maturity, by acceleration or

otherwise) strictly in accordance with the terms thereof. The Guarantors hereby further agree that if any of the Obligations are not

paid in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization

or otherwise), the Guarantors will, jointly and severally, promptly pay the same, without any demand or notice whatsoever, and that

in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when

due (whether at extended maturity, as a mandatory prepayment, by acceleration, as a mandatory cash collateralization or otherwise)

in accordance with the terms of such extension or renewal.

Notwithstanding any provision

to the contrary contained herein or in any other of the Loan Documents or the other documents relating to the Obligations, the obligations

of each Guarantor under this Agreement and the other Loan Documents shall not exceed an aggregate amount equal to the largest amount that

would not render such obligations subject to avoidance under applicable Debtor Relief Laws.

10.02

Obligations Unconditional.

The obligations of the Guarantors

under Section 10.01 are joint and several, absolute and unconditional, irrespective of the value, genuineness, validity, regularity

or enforceability of any of the Loan Documents or other documents relating to the Obligations, or any substitution, release, impairment

or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable Law,

irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety

or guarantor, it being the intent of this Section 10.02 that the obligations of the Guarantors hereunder shall be absolute and

unconditional under any and all circumstances. Each Guarantor agrees that such Guarantor shall have no right of subrogation, indemnity,

reimbursement or contribution against the Borrower or any other Loan Party for amounts paid under this Article X until such time

as the Obligations have been paid in full and the Commitments have expired or terminated. Without limiting the generality of the foregoing,

it is agreed that, to the fullest extent permitted by Law, the occurrence of any one or more of the following shall not alter or impair

the liability of any Guarantor hereunder, which shall remain absolute and unconditional as described above:

(a)

at any time or from time to time, without notice to any Guarantor, the time for any performance of or compliance with any of the

Obligations shall be extended, or such performance or compliance shall be waived;

(b)

any of the acts mentioned in any of the provisions of any of the Loan Documents or other documents relating to the Obligations

shall be done or omitted;

(c)

the maturity of any of the Obligations shall be accelerated, or any of the Obligations shall be modified, supplemented or amended

in any respect, or any right under any of the Loan Documents or other documents relating to the Obligations shall be waived or any other

guarantee of any of the Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise

dealt with; or

(d)

any of the Obligations shall be determined to be void or voidable (including for the benefit of any creditor of any Guarantor)

or shall be subordinated to the claims of any Person (including any creditor of any Guarantor).

With respect to its obligations

hereunder, each Guarantor hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any

requirement that the Administrative Agent or any other holder of the Obligations exhaust any right, power or remedy or proceed against

any Person under any of the Loan Documents or any other document relating to the Obligations, or against any other Person under any other

guarantee of, or security for, any of the Obligations.

10.03

Reinstatement.

The obligations of each Guarantor

under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of

any Person in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as

a result of any Debtor Relief Law or otherwise, and each Guarantor agrees that it will indemnify the Administrative Agent and each other

holder of the Obligations on demand for all reasonable costs and expenses (including the fees, charges and disbursements of counsel) incurred

by the Administrative Agent or such holder of the Obligations in connection with such rescission or restoration, including any such costs

and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar

payment under any Debtor Relief Law.

10.04

Certain Additional Waivers.

Each Guarantor agrees that

such Guarantor shall have no right of recourse to security for the Obligations, except through the exercise of rights of subrogation pursuant

to Section 10.02 and through the exercise of rights of contribution pursuant to Section 10.06.

10.05

Remedies.

The Guarantors agree that,

to the fullest extent permitted by Law, as between the Guarantors, on the one hand, and the Administrative Agent and the other holders

of the Obligations, on the other hand, the Obligations may be declared to be forthwith due and payable as specified in Section 10.02

(and shall be deemed to have become automatically due and payable in the circumstances specified in Section 10.02) for purposes

of Section 10.01 notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing the Obligations

from becoming automatically due and payable) as against any other Person and that, in the event of such declaration (or the Obligations

being deemed to have become automatically due and payable), the Obligations (whether or not due and payable by any other Person) shall

forthwith become due and payable by the Guarantors for purposes of Section 10.01.

10.06

Rights of Contribution.

The Guarantors hereby

agree as among themselves that, if any Guarantor shall make an Excess Payment (as defined below), such Guarantor shall have a right

of contribution from each other Guarantor in an amount equal to such other Guarantor’s Contribution Share (as defined below)

of such Excess Payment. The payment obligations of any Guarantor under this Section 10.06 shall be subordinate and subject in

right of payment to the Obligations until such time as the Obligations have been paid-in-full and the Commitments have terminated,

and none of the Guarantors shall exercise any right or remedy under this Section 10.06 against any other Guarantor until such

Obligations have been paid-in-full and the Commitments have terminated. For purposes of this Section 10.06, (a)

“Excess Payment” shall mean the amount paid by any Guarantor in excess of its Ratable Share of any Obligations;

(b) “Ratable Share” shall mean, for any Guarantor in respect of any payment of Obligations, the ratio (expressed

as a percentage) as of the date of such payment of Obligations of (i) the amount by which the aggregate present fair salable value

of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent,

subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount

by which the aggregate present fair salable value of all assets and other properties of all of the Loan Parties exceeds the amount

of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the

obligations of the Loan Parties hereunder) of the Loan Parties; provided, however, that, for purposes of calculating

the Ratable Shares of the Guarantors in respect of any payment of Obligations, any Guarantor that became a Guarantor subsequent to

the date of any such payment shall be deemed to have been a Guarantor on the date of such payment and the financial information for

such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such

payment; and (c) “Contribution Share” shall mean, for any Guarantor in respect of any Excess Payment made by any

other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the

aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such

Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such

Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the

Loan Parties other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including

contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Loan Parties) of the Loan

Parties other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the

Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date

of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information

for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such

Excess Payment. This Section 10.06 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or

contribution that any Guarantor may have under Law against the Borrower in respect of any payment of Obligations.

10.07

Guarantee of Payment; Continuing Guarantee.

The guarantee in this Article

X is a guaranty of payment and not of collection, is a continuing guarantee, and shall apply to the Obligations whenever arising.

10.08

Appointment of Borrower.

Each of the Guarantors hereby

appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic

platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations

on behalf of such Guarantor as the Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the

terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative

Agent, the L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Guarantor and (c) the Administrative Agent, the

L/C Issuer, and the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by

the Borrower on behalf of each of the Guarantors.

ARTICLE

MISCELLANEOUS

11.01

Amendments, Etc.

No amendment or waiver of

any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective

unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by

the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose

for which given; provided, however, that

(a)

no such amendment, waiver or consent shall:

(i)

extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without

the written consent of such Lender (it being understood and agreed that a waiver of any condition precedent set forth in Section 4.02

or of any Default or a mandatory reduction in Commitments is not considered an extension or increase in Commitments of any Lender);

(ii)

postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts

due to the Lenders (or any of them) or any scheduled reduction of the Commitments hereunder or under any other Loan Document without the

written consent of each Lender entitled to receive such payment or whose Commitments are to be reduced;

(iii)

reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Disbursement, or any fees (other than pursuant

to a fee letter separate from this Agreement in which all the Lenders are not a party thereto) or other amounts payable hereunder or under

any other Loan Document without the written consent of each Lender entitled to receive such amount; provided, however, that

only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any

obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (B) to amend any financial covenant hereunder

(or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter

of Credit or to reduce any fee payable hereunder;

(iv)

change Section 8.03 or Section 2.13 or any other provision hereof or any other Loan Document in a manner that would

alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;

(v)

change any provision of this Section 11.01(a) or the definition of “Required Lenders” or any other provision

of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any

determination or grant any consent thereunder without the written consent of each Lender directly affected thereby;

(vi)

release the Borrower without the consent of each Lender, or, except in connection with a transaction permitted under Section

7.04 or Section 7.05, all or substantially all of the value of the Guaranty without the written consent of each Lender whose

Obligations are guarantied thereby, except to the extent such release is permitted pursuant to Section 9.10 (in which case such

release may be made by the Administrative Agent acting alone);

(vii)

subordinate the Obligations (including any guaranty thereof) in right of payment to any other Indebtedness (whether under this

Agreement or otherwise), without the written consent of each Lender directly and materially adversely affected thereby, unless all directly

and materially adversely affected Lenders are provided an opportunity to participate on a pro rata basis in such other Indebtedness; or

(b)

unless also signed by the Administrative Agent, no amendment, waiver or consent shall affect the rights or duties of the Administrative

Agent under this Agreement or any other Loan Document;

(c)

unless also signed by the L/C Issuer, no amendment, waiver or consent shall affect the rights or duties of the L/C Issuer under

this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;

provided, further,

that notwithstanding anything to the contrary herein, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization

plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United

States supersedes the unanimous consent provisions set forth herein, (ii) the Required Lenders shall determine whether or not to allow

a Loan Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on

all of the Lenders, (iii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder

(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with

the consent of the applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Defaulting Lender may not

be increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all

Lenders or each affected Lender that by its terms affects such Defaulting Lender disproportionately adversely relative to other affected

Lenders shall require the consent of such Defaulting Lender, (iv) this Agreement and the other Loan Documents may be amended by an Incremental

Increase Agreement in accordance with Section 2.01(b), (v) the Administrative Agent and the Borrower may amend, modify or supplement

this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency

or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such

Loan Document so long as (A) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder

of Obligations in any material respect and (B) the Lenders shall have received at least five Business Days’ prior written notice

thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written

notice from the Required Lenders stating that the Required Lenders object to such amendment, (vi) this Agreement may be amended to make

any necessary Conforming Changes as contemplated by Section 2.02(g), (vii) this Agreement may be amended to implement a Successor

Rate and to make any necessary Conforming Changes in connection therewith, in each case, as contemplated by Section 3.03(b), and

(viii) this Agreement may be amended (or amended and restated) without the consent of any Lender (but with the consent of the Borrower

and the Administrative Agent) if, upon giving effect to such amendment (or such amendment and restatement), such Lender shall no longer

be a party to this Agreement (as so amended (or amended and restated)), the Commitment of such Lender shall have terminated, such Lender

shall have no other commitment or other obligations hereunder and such Lender shall have been paid in full all principal, interest and

other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents.

11.02

Notices; Effectiveness; Electronic Communications.

(a)

Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and

except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be

delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows,

and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone

number, as follows:

(i)

if to any Loan Party or the Administrative Agent or the L/C Issuer, to the address, facsimile number, electronic mail address or

telephone number specified for such Person on Schedule 11.02; and

(ii)

if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative

Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire

then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications

sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;

notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal

business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).

Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be

effective as provided in such subsection (b).

(b)

Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered

or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures

approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant

to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving

notices under such Article by electronic communication. The Administrative Agent, the L/C Issuer or the Borrower may each, in its discretion,

agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided

that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative

Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s

receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,

return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be

deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification

that such notice or communication is available and identifying the website address therefor; provided that, for both clauses

(i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such

notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO

NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY

FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY

WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR

OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the

Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the

Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether

in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of Borrower

Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet.

The Borrower acknowledges and agrees that the DQ List shall be deemed suitable for posting and may be posted by the Administrative

Agent on the Platform, including the portion of the Platform that is designated for “public side” Lenders.

(d)

Change of Address, Etc. Each of the Borrower, the Administrative Agent and the L/C Issuer may change its address, facsimile

or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change

its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative

Agent and the L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative

Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices

and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause

at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”

or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance

with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to

make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform

and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal

or state securities Laws.

(e)

Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall

be entitled to rely and act upon any notices (including telephonic notices, Loan Notices and Letter of Credit Applications) purportedly

given by or on behalf of any Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not

preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from

any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties

of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly

given by or on behalf of a Loan Party. All telephonic notices to and other telephonic communications with the Administrative Agent may

be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03

No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender,

the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege

hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,

power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further

exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided,

and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by

Law.

Notwithstanding anything

to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the

other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law

in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section

8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not

prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in

its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer from exercising the rights

and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (c) any

Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.13), or (d)

any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding

relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person

acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights

otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in

clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the

Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04

Expenses; Indemnity; Damage Waiver.

(a)

Costs and Expenses. The Loan Parties shall pay (i) all reasonable and documented out of pocket expenses incurred by the

Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent)

in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and

administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or

thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out

of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, extension, reinstatement or renewal of any Letter

of Credit or any demand for payment thereunder, and (iii) all out of pocket expenses incurred by the Administrative Agent, the L/C Issuer

or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, the L/C Issuer or any Lender),

in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including

its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out

of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification

by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), the L/C Issuer and

each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an

“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities

and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold

harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee,

incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) arising out of, in connection

with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument

contemplated hereby or thereby (including such Indemnitee’s reliance on any Communication executed using an Electronic

Signature, or in the form of an Electronic Record), the performance by the parties hereto of their respective obligations hereunder

or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and

any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in

respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the

proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents

presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or

alleged presence or release of Hazardous Materials on or from any property owned or operated by a Loan Party or any of its

Subsidiaries, or any Environmental Liability related in any way to a Loan Party or any of its Subsidiaries, or (iv) any actual or

prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any

other theory, whether brought by a third party or by any Loan Party, and regardless of whether any Indemnitee is a party thereto; provided

that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or

related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from

the gross negligence or willful misconduct of such Indemnitee, (y) result from a claim brought by any Loan Party against an

Indemnitee for a breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has

obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z)

arise from a dispute solely among Indemnitees (other than the Administrative Agent or any Arranger acting in its capacity as such)

at a time when the Loan Parties have not breached its obligations hereunder in any material respect and does not arise out of an act

or omission by any Loan Party. Without limiting the provisions of Section 3.01(c), this Section 11.04(b) shall not

apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c)

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required

under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer

or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),

the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable

unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at

such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be

made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed

expense or indemnity payment is sought); provided, further that, the unreimbursed expense or indemnified loss, claim, damage,

liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)

or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or

any such sub-agent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject

to the provisions of Section 2.12(d).

(d)

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, no party hereto shall assert, and

each such party hereby waives, and acknowledges that no other Person shall have, any claim on any theory of liability, for special, indirect,

consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this

Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby,

any Loan or Letter of Credit or the use of the proceeds thereof; provided that nothing contained in this clause (d) shall relieve the

Loan Parties of any obligation it may have to indemnify an Indemnitee to against special, indirect, consequential or punitive damages

asserted against such Indemnitee by a third party claim. No Indemnitee shall be liable for any damages arising from the use by unintended

recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications,

electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions

contemplated hereby or thereby.

(e)

Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f)

Survival. The agreements in this Section and the indemnity provisions of Section 11.02(e) shall survive the resignation

of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction

or discharge of all the other Obligations.

11.05

Payments Set Aside.

To the extent that any payment

by or on behalf of any Loan Party is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the

L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently

invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the

Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection

with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof

originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such

setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable

share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date

of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations

of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and

the termination of this Agreement.

11.06

Successors and Assigns.

(a)

Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and

inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower

may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the

Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except

(i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with

the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions

of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing

in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective

successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly

contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right,

remedy or claim under or by reason of this Agreement.

(b)

Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations

under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes

of this clause (b), participations in L/C Obligations) at the time owing to it); provided that any such assignment shall be subject

to the following conditions:

(i)

Minimum Amounts.

(A) in the

case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time

owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal

at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a

Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B)

in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this

purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans

of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such

assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as

of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred

and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii)

Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning

Lender’s Loans and Commitments, and rights and obligations with respect thereto, assigned.

(iii)

Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B)

of this Section and, in addition:

(A)

the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of

Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender

or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object

thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof;

(B)

the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments

in respect of any unfunded Revolving Commitment if such assignment is to a Person that is not a Lender with a Commitment subject to such

assignment, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C)

the consent of the L/C Issuer shall be required for any assignment if any Letter of Credit is issued and outstanding in accordance

with Section 2.03 as of the date of such assignment.

(iv)

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment

and Assumption, together with a processing and recordation fee in the amount of $3,500 from the assignee or assignor; provided,

however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case

of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No

Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or

Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would

constitute any of the foregoing Persons described in this clause (B), (C) a natural Person (or a holding company, investment vehicle

or trust for, or owned and operated for the primary benefit of a natural Person) or (D) any Disqualified Institution (it being

understood, for the avoidance of doubt, that any Disqualified Institution is subject to the provisions of Section

11.06(g)).

(vi)

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,

no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the

assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof

as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating

actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously

requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),

to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer

or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans

and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that

any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance

with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of

this Agreement until such compliance occurs.

Subject to acceptance and recording

thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment

and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment

and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent

of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of

an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall

cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04

with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the

extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of

any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its

expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under

this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a

participation in such rights and obligations in accordance with subsection (d) of this Section.

The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax

purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or

the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the

Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the

terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest

error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register

pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for

inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d)

Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent,

sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated

for the primary benefit of a natural Person), a Disqualified Institution (it being understood, for the avoidance of doubt, that any Disqualified

Institution is subject to the provisions of Section 11.06(g)), a Defaulting Lender or the Borrower or any of the Borrower’s

Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations

under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C

Obligations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii)

such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower,

the Administrative Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with

such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the

indemnity under Section 11.04(c) without regard to the existence of any participation.

Any agreement or

instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to

enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that

such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,

waiver or other modification described in Section 11.01(a) that affects such Participant. The Borrower agrees that each

Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were

a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the

documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent

as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that

such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.13 as if it were an assignee under

paragraph (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04,

with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to

receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the

Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request

and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with

respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section

11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it

were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the

Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated

interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant

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. The entries in the Participant Register shall be conclusive absent

manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such

participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the

Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant

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(e)

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under

this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations

to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder

or substitute any such pledgee or assignee for such Lender as a party hereto.

(f)

Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank

of America assigns all of its Commitment and Loans pursuant to clause (b) above, Bank of America may, upon 30 days’ notice

to the Administrative Agent, the Borrower and the Lenders, resign as the L/C Issuer. In the event of any such resignation as the L/C Issuer,

the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer; provided, however, that no failure

by the Borrower to appoint any such successor shall affect the resignation of Bank of America as the L/C Issuer. If Bank of America resigns

as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters

of Credit issued by it and outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect

thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant

to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, and subject to such successor L/C Issuer’s consent to

act in such role, (x) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring

L/C Issuer, and (y) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding

at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank

of America with respect to such Letters of Credit.

(g)

Disqualified Institutions.

(i)

No assignment or, to the extent the DQ List has been posted on the Platform for all Lenders, participation shall be made to any

Person that was a Disqualified Institution as of the date (the “Trade Date”) on which the applicable Lender entered

into a binding agreement to sell and assign or participate all or a portion of its rights and obligations under this Agreement to such

Person (unless the Borrower has consented to such assignment as otherwise contemplated by this Section 11.06, in which case such

Person will not be considered a Disqualified Institution for the purpose of such assignment). For the avoidance of doubt, with respect

to any assignee or participant that becomes a Disqualified Institution after the applicable Trade Date (including as a result of the delivery

of a notice pursuant to, and/or the expiration of the notice period referred to in, the definition of “Disqualified Institution”),

such assignee shall not retroactively be considered a Disqualified Institution. Any assignment in violation of this Section 11.06(g)(i)

shall not be void, but the other provisions of this Section 11.06(g) shall apply.

(ii) If any

assignment is made to any Disqualified Institution without the Borrower’s prior consent in violation of Section

11.06(g)(i) above, the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Institution and

the Administrative Agent, (A) terminate any Revolving Commitment of such Disqualified Institution and repay all obligations of the

Borrower owing to such Disqualified Institution in connection with such Revolving Commitment and/or (B) require such Disqualified

Institution to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in this Section

11.06), all of its interest, rights and obligations under this Agreement and related Loan Documents to an Eligible Assignee that

shall assume such obligations at the lesser of (1) the principal amount thereof and (2) the amount that such Disqualified

Institution paid to acquire such interests, rights and obligations, in each case, plus accrued interest, accrued fees and all

other amounts (other than principal amounts) payable to it hereunder and other the other Loan Documents; provided, that,

(x) the Borrower or assignee shall have paid to the Administrative Agent the assignment fee (if any) specified in Section

11.06(b)(iv) and (y) such assignment does not conflict with applicable Law.

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(iii)

Notwithstanding anything to the contrary contained in this Agreement, Disqualified Institutions (A) will not (1) have the right

to receive information, reports or other materials provided to Lenders by the Borrower, the Administrative Agent or any other Lender,

(2) attend or participate in meetings attended by the Lenders and the Administrative Agent, or (3) access any electronic site established

for the Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders and (B)

(1) for purposes of any consent to any amendment, waiver or modification of, or any action under, and for the purpose of any direction

to the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) under this Agreement or any other

Loan Document, each Disqualified Institution will be deemed to have consented in the same proportion as the Lenders that are not Disqualified

Institutions consented to such matter, and (2) for purposes of voting on any plan of reorganization or plan of liquidation pursuant to

any Debtor Relief Laws (“Plan of Reorganization”), each Disqualified Institution party hereto hereby agrees (I) not

to vote on such Plan of Reorganization, (II) if such Disqualified Institution does vote on such Plan of Reorganization notwithstanding

the restriction in the foregoing clause (I), such vote will be deemed not to be in good faith and shall be “designated”

pursuant to Section 1126(e) of the United States Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such

vote shall not be counted in determining whether the applicable class has accepted or rejected such Plan of Reorganization in accordance

with Section 1126(c) of the United States Bankruptcy Code (or any similar provision in any other Debtor Relief Laws) and (III) not to

contest any request by any party for a determination by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating

the foregoing clause (II).

(iv)

The Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post

the list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ

List”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders or (B)

provide the DQ List to each Lender requesting the same.

11.07

Treatment of Certain Information; Confidentiality.

Each of the

Administrative Agent, the L/C Issuer and the Lenders agrees to maintain the confidentiality of the Information (as defined below),

except that Information may be disclosed (a) to its Affiliates, its auditors, and to its Related Parties (it being understood that

the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep

such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction

over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance

Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any

other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or

proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject

to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or

any prospective assignee of or Participant in, any of its rights and obligations under this Agreement (it being understood that the

DQ List may be disclosed to any such assignee or Participant, or such prospective assignee or Participant, in reliance on this clause

(f)(i)) or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under

which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a

confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities

provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing,

and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the

consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of

this Section, (y) becomes available to the Administrative Agent, the L/C Issuer, any Lender or any of their respective Affiliates on

a non-confidential basis from a source other than the Borrower, or (z) is independently discovered or developed by a party hereto

without utilizing any Information received from any Loan Party or violating the terms of this Section 11.07. In addition, the

Administrative Agent and the Lenders may disclose the existence of this Agreement to market data collectors, similar service

providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the

administration of this Agreement (including information about this Agreement that is customarily provided to such parties), the

other Loan Documents, and the Commitments. For the avoidance of doubt, nothing herein prohibits any individual from communicating or

disclosing information to a governmental, regulatory, or self-regulatory authority regarding a suspected violation of laws, rules,

or regulations (as determined in good faith) without having to provide notification to any person of such communication or

disclosure in accordance with applicable laws, rules, regulations, or regulatory guidance.

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For purposes of this Section,

“Information” means all information received from a Loan Party or any Subsidiary relating to the Loan Parties or any

Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, the L/C

Issuer or any Lender on a nonconfidential basis prior to disclosure by such Loan Party or any Subsidiary, provided that, in the

case of information received from a Loan Party or any Subsidiary after the Closing Date, such information is clearly identified at the

time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall

be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality

of such Information as such Person would accord to its own confidential information.

Each of the Administrative

Agent, the L/C Issuer and the Lenders acknowledges that (a) the Information may include material non-public information concerning a Loan

Party or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information

and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state

securities Laws.

11.08

Rights of Setoff.

If an Event of Default

shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at

any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits

(general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever

currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Loan

Party against any and all of the obligations of such Loan Party now or hereafter existing under this Agreement or any other Loan

Document to such Lender, the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer

or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of such

Loan Party may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different

from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event

that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the

Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment,

shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative

Agent, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement

describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The

rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and

remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender

and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided

that the failure to give such notice shall not affect the validity of such setoff and application.

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11.09

Interest Rate Limitation.

Notwithstanding anything to

the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum

rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any

Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the

Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged,

or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law,

(a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments

and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout

the contemplated term of the Obligations hereunder.

11.10

Integration; Effectiveness.

This Agreement and the other

Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer, constitute

the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,

oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective

when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof

that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to

the benefit of the parties hereto and their respective successors and assigns.

11.11

Survival of Representations and Warranties.

All representations and

warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection

herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or

will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or

any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of

any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other

Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

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11.12

Severability.

If any provision of this Agreement

or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining

provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor

in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which

comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular

jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions

of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting

Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the L/C Issuer, as applicable,

then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13

Replacement of Lenders.

If the Borrower is entitled

to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender,

then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to

assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section

11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04)

and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which

assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a)

the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b)

such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon,

accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section

3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of

all other amounts);

(c)

in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be

made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d)

such assignment does not conflict with applicable Laws; and

(e)

in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented

to the applicable amendment, waiver or consent.

A Lender shall not be required

to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling

the Borrower to require such assignment and delegation cease to apply.

105

Each party hereto agrees that

(a) an assignment required pursuant to this Section 11.13 may be effected pursuant to an Assignment and Assumption executed by

the Borrower, the Administrative Agent and the assignee, and (b) the Lender required to make such assignment need not be a party thereto

in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided

that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents

necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such

documents shall be without recourse to or warranty by the parties thereto.

Notwithstanding anything in

this Section 11.13 to the contrary, (i) the Lender that acts as the L/C Issuer may not be replaced hereunder at any time it

has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop

standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing

of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to the L/C Issuer) have

been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be

replaced hereunder except in accordance with the terms of Section 9.06.

11.14

Governing Law; Jurisdiction; Etc.

(a)

GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH

THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF

OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE

TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION

TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR

PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE

ADMINISTRATIVE AGENT, THE L/C ISSUER, ANY LENDER OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY

OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK

SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT

FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND

AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE

COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL

JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE

JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT

THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS

AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

106

(c)

WAIVER OF VENUE. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,

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

AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING

IN ANY SUCH COURT.

(d)

SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION

11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE

LAW.

11.15

Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR

INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY

(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY

OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER

LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.16

No Advisory or Fiduciary Responsibility.

In connection with all

aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or

of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding,

that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the

Lenders are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the

Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal,

accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of

evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other

Loan Documents; (ii) (A) the Administrative Agent, the Arrangers and the Lenders each is and has been acting solely as a principal

and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor,

agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the

Administrative Agent, any Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with

respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;

and (iii) the Administrative Agent, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of

transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the

Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties and their

respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that

it may have against the Administrative Agent, any Arranger or any Lender with respect to any breach or alleged breach of agency or

fiduciary duty in connection with any aspect of any transaction contemplated hereby.

107

11.17

Electronic Execution; Electronic Records; Counterparts.

(a)

This Agreement, any other Loan Document, and any other Communication, including any Communication required to be in writing, may

be in the form of an Electronic Record and may be executed using Electronic Signatures. Each Loan Party and each of the Administrative

Agent and the Lender Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on

such Person to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will

constitute the legal, valid and binding obligation of such Person enforceable against such Person in accordance with the terms thereof

to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts

as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication.

For the avoidance of doubt, the authorization under this Section 11.17(a) may include use or acceptance of a manually signed paper

Communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed Communication

converted into another format, for transmission, delivery and/or retention. The Administrative Agent and each Lender Party may, at its

option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”),

which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document. Any

Communication in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and

shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary,

neither the Administrative Agent nor the L/C Issuer is under any obligation to accept an Electronic Signature in any form or in any format

unless expressly agreed to by such Person pursuant to procedures approved by it; provided, that, without limiting the foregoing,

(i) to the extent the Administrative Agent and/or the L/C Issuer has agreed to accept such Electronic Signature, the Administrative Agent

and each Lender Party shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party and/or

any Lender Party without further verification and (ii) upon the request of the Administrative Agent or any Lender Party, any Electronic

Signature shall be promptly followed by such manually executed counterpart.

(b)

Neither the Administrative Agent nor the L/C Issuer shall be responsible for or have any duty to ascertain or inquire into the

sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document

(including in connection with the Administrative Agent’s or the L/C Issuer’s reliance on any Electronic Signature transmitted

by telecopy, emailed .pdf or any other electronic means). The Administrative Agent and the L/C Issuer shall be entitled to rely on, and

shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which writing

may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic Signature)

or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated (whether

or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

108

(c)

Each Loan Party and each Lender Party hereby waives (i) any argument, defense or right to contest the legal effect, validity or

enforceability of this Agreement and/or any other Loan Document based solely on the lack of paper original copies of this Agreement and/or

such other Loan Document and (ii) any claim against the Administrative Agent, each Lender Party and each Related Party of the foregoing

for any liabilities arising solely from the Administrative Agent’s and/or any Lender Party’s reliance on or use of Electronic

Signatures, including any liabilities arising as a result of the failure of any Loan Party to use any available security measures in connection

with the execution, delivery or transmission of any Electronic Signature.

11.18

USA PATRIOT Act Notice.

Each Lender that is subject

to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan

Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the

“Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes

the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable,

to identify the Loan Parties in accordance with the Act. The Loan Parties shall, promptly following a request by the Administrative Agent

or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply

with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including

the Act and the Beneficial Ownership Regulation.

11.19

Acknowledgment and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to

the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges

that any liability of any Lender or the L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent

such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees

and consents to, and acknowledges and agrees to be bound by:

(a) the

application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which

may be payable to it by any Lender or the L/C Issuer that is an Affected 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 Affected 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;

(iii) the

variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution

Authority.

11.20

Acknowledgment Regarding Any Supported QFCs.

To the extent that the

Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is

a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties

acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal

Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations

promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit

Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to

be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

109

In the event a Covered Entity

that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such

Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such

Covered Party will be effective to the same extent as the transfer would be effective under such U.S. Special Resolution Regime if the

Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the

United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported

QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than

such Default Rights could be exercised under such U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed

by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that

rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect

to a Supported QFC or any QFC Credit Support.

11.21

Amendment and Restatement.

The parties hereto agree that,

on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a)

the Existing Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all obligations

under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date

shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made

to the lenders, the letter of credit issuer, the administrative agent and each other holder of the obligations under the Existing Credit

Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the

Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans

ratable with the Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made

by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date,

the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 2.01 (it being understood and agreed that

any outstanding loan that is a Term SOFR Loan (as defined in the Existing Credit Agreement) shall continue as a Term SOFR Loan (as defined

in the Existing Credit Agreement) until the end of the current interest period(s) applicable thereto, and any provisions of the Existing

Credit Agreement applicable to such loans are incorporated herein by reference, mutatis mutandis, and the parties hereto hereby

agree that such provisions shall continue to apply to such loans until the end of the current interest period(s) applicable thereto).

The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under

and in accordance with the terms of Section 11.01 of the Existing Credit Agreement.

[SIGNATURE PAGES FOLLOW]

110

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

BORROWER:

NEWMARK GROUP, INC.,

a Delaware corporation

By:

/s/

Michael Rispoli

Name:

Michael Rispoli

Title:

Chief Financial Officer

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A.,

as the Administrative Agent

By:

/s/

Gabrielle Quinto

Name:

Gabrielle Quinto

Title:

Director

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

LENDERS:

BANK OF AMERICA, N.A.,

as a Lender and the L/C Issuer

By:

/s/

Gabrielle Quinto

Name:

Gabrielle Quinto

Title:

Director

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Alex Federbusch

Name:

Alex Federbusch

Title:

Duly Authorized Signatory

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

CITIZENS BANK, N.A.,

as a Lender

By:

/s/

Nan E. Delahunt

Name:

Nan E. Delahunt

Title:

Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

KEYBANK NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Brian P. Fox

Name:

Brian P. Fox

Title:

Senior Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

LLOYDS BANK PLC,

as a Lender

By:

/s/

Matt Reacord

Name:

Matt Reacord

Title:

Associate Director Debt Solutions

Client Solutions Group

Corporate & Institutional Banking

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

NATIONAL WESTMINSTER BANK PLC,

as a Lender

By:

/s/

Marnie Warren

Name:

Marnie Warren

Title:

Vice President, SPM

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Joseph Renner

Name:

Joseph Renner

Title:

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

REGIONS BANK,

as a Lender

By:

/s/

Alayna Woebkenberg

Name:

Alayna Woebkenberg

Title:

Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

ROYAL BANK OF CANADA,

as a Lender

By:

/s/

Vincent Tingos

Name:

Vincent Tingos

Title:

Authorized Signatory

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Tannah Zayed

Name:

Tannah Zayed

Title:

Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender

By:

/s/

Jared K. Mizak

Name:

Jared K. Mizak

Title:

Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

INDUSTRIAL AND COMMERCIAL BANK OF CHINA

LIMITED, NEW YORK BRANCH,

as a Lender

By:

/s/

Christopher M. Samms

Name:

Christopher M. Samms

Title:

Director

By:

/s/

Yuanyuan Peng

Name:

Yuanyuan Peng

Title:

Executive Director

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

BMO BANK N.A.,

as a Lender

By:

/s/

Dan Higgenbotham

Name:

Dan Higgenbotham

Title:

Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THE HUNTINGTON NATIONAL BANK,

as a Lender

By:

/s/

Gavin Martik

Name:

Gavin Martik

Title:

Staff Officer

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

COMERICA BANK, a division of Fifth Third

Bank, National Association,

as a Lender

By:

/s/

Robert Wilson

Name:

Robert Wilson

Title:

Senior Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

ASSOCIATED BANK, N.A.,

as a Lender

By:

/s/ Daniel R. Raynor

Name:

Daniel R. Raynor

Title:

Senior Vice President

NEWMARK GROUP, INC.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

EX-99.1 — NEWMARK GROUP, INC. PRESS RELEASE, DATED APRIL 21, 2026

EX-99.1

Filename: ea028701301ex99-1.htm · Sequence: 3

Exhibit

99.1

Newmark

Upsizes its Senior Unsecured Credit Facility by 50% to $900 Million

and

Extends Maturity to April 17, 2030

NEW YORK, NY – April 21, 2026 – Newmark Group, Inc.

(Nasdaq: NMRK) (“Newmark” or “the Company”), a leading commercial real estate advisor and service provider

to large institutional investors, global corporations, and other owners and occupiers, today announced terms of its amended senior unsecured

revolving credit facility (the “Credit Facility”).

On April 17, 2026, Newmark entered into an agreement to amend the terms

of its Credit Facility, increasing its size by 50% to $900 million and extending the maturity date to April 17, 2030. The Company has

the right to increase the Credit Facility to up to $1.1 billion, subject to certain conditions being met. Borrowings under the Credit

Facility will bear an interest rate, at Newmark’s option, based either on:

(a) Term SOFR for applicable interest periods as selected by

the Company, plus an applicable margin, or

(b) A base rate to be determined by the Administrative Agent

plus an applicable margin.

The applicable margin is initially expected to

be 1.625% per annum with respect to Term SOFR borrowings under (a) above and 0.625% with respect to base rate borrowings under (b) above.

The applicable margin under both (a) and (b) above will vary depending upon the Company’s credit rating. The new agreement amends

the terms of Newmark’s previous $600 million revolving credit facility maturing on April 26, 2027. Under (a) above, the interest

rate on any borrowing under the Credit Facility would have been approximately 5.27% as of market close on April 17, 2026.1

BofA Securities, Inc. acted as the active lead arranger and bookrunner

for the Credit Facility, while Bank of America, N.A. will continue to serve as the Administrative Agent. Other banks participating in

the Credit Facility are Capital One, National Association; Citizens Bank, N.A.; KeyBank National Association; Lloyds Bank PLC; National

Westminster Bank PLC; PNC Bank, National Association; Regions Bank; Royal Bank of Canada; U.S. Bank National Association; and Wells Fargo

Bank, National Association (each as co-syndication agents); Industrial and Commercial Bank of China Limited, New York Branch; BMO Bank

N.A.; and The Huntington National Bank (each as co-documentation agents); as well as Comerica Bank, a division of Fifth Third Bank, National

Association; and Associated Bank, N.A.

The Company expects to use its Credit Facility for general corporate

purposes. For additional information on the Credit Facility, please see Newmark’s forthcoming and expected Securities and Exchange

Commission filing on form 8-K.

ABOUT NEWMARK

Newmark Group, Inc. (Nasdaq:

NMRK), together with its subsidiaries (“Newmark”), is a world leader in commercial real estate, seamlessly powering every

phase of the property life cycle. Newmark’s comprehensive suite of services and products is uniquely tailored to each client, from

owners to occupiers, investors to founders, and startups to blue-chip companies. Combining the platform’s global reach with market

intelligence in both established and emerging property markets, Newmark provides superior service to clients across the industry spectrum.

For the twelve months ended December 31, 2025, Newmark generated revenues of nearly $3.3 billion. As of December 31, 2025, Newmark and

its business partners together operated from approximately 175 offices with over 9,300 professionals across four continents. To learn

more, visit nmrk.com or follow @newmark.

DISCUSSION OF FORWARD-LOOKING STATEMENTS ABOUT NEWMARK

Statements in this document regarding Newmark that are not historical

facts are “forward-looking statements” that involve risks and uncertainties, which could cause actual results to differ from

those contained in the forward-looking statements. These include statements about the Company’s business, results, financial position,

liquidity, and outlook, which may constitute forward-looking statements and are subject to the risk that the actual impact may differ,

possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking

statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in

the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to, the risk factors

and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking

Information contained in subsequent reports on Form 10-K, Form 10-Q, or Form 8-K.

MEDIA CONTACT:

Deb Bergman

+1 303-260-4307

INVESTOR CONTACTS:

Jason McGruder or Shaun French

+1 212-829-7124

1 Using data from Bloomberg for

the “30 Day Average SOFR Secured Overnight Financing Rate”.

GRAPHIC

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v3.26.1

Cover

Apr. 17, 2026

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8-K

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false

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Apr. 17, 2026

Entity File Number

001-38329

Entity Registrant Name

Newmark Group, Inc.

Entity Central Index Key

0001690680

Entity Tax Identification Number

81-4467492

Entity Incorporation, State or Country Code

Entity Address, Address Line One

125 Park Avenue

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10017

City Area Code

212

Local Phone Number

372-2000

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Class A Common Stock, $0.01 par value

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NMRK

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NASDAQ

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