Exhibit10.1

LOANPURCHASEANDSALEAGREEMENT (COMMERCIAL LOAN)

DatedandEffectiveasof June 5, 2026,

By and BetweenNEXBANKCAPITAL,INC.

astheSeller, and

NEXPOINTRESIDENTIALTRUSTOPERATINGPARTNERSHIP,L.P.

asthePurchaser.

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This LOAN PURCHASE AND SALE AGREEMENT (the “Agreement”), is entered into and effective on and as of June 5, 2026 (the “Effective Date”), by and between NEXBANK CAPITAL INC., a Texas corporation (the “Seller”) and NexPoint Residential Trust Operating Partnership, L.P., a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Seller is the sole owner, record holder, and administrative agent of the Loan identified in the Loan Schedule appended as Schedule Ato the Purchase Confirmation.

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, all right, title, and interest of the Seller in, to, and under the Loan (including therelated Collateral Documents) subject to theterms and provisions set forth herein.

NOW THEREFORE, in consideration of the mutual premises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged,theSellerandthePurchaser(each,a“Party”andcollectively,the“Parties”) hereby agree as follows:

SECTION1.DEFINITIONSANDINTERPRETATION.

(a)

Definitions.Eachcapitalizedtermusedbutnotdefinedelsewhereinthis Agreement shall have the meaning ascribed thereto in this Section 1(a).

“AccruedInterest”:WithrespecttotheLoan,allunpaidinterestthataccruedinconnection withtheLoanfromthedateofthelastpaidinstallmentthroughbutnotincludingtheClosingDate.

“Affiliate”: With respect to any specified Person, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with the specified Person. For purposes hereof, the term “Control” and each variant thereof shall mean the direct or indirect possession by any Person of the power to direct or cause the direction of the management or policiesofanyotherPerson,whetherbycontract,theownershipofvotingsecurities,orotherwise.

“Assignment, Assumption, and Recognition Agreement”: The written instrument, in the formappendedasExhibit2hereto,thatisdulyexecutedbybothPartiesandtheBorrower, andto which the Underlying Loan Agreement, the Pledge Agreement, and the Security Agreement are appended thereto.

“Applicable Law”: With respect to any Person or thing, any common law, constitution, decree, demand, injunction, judgment, order, ordinance, regulation, requirement, rule, statute, treaty, or writ issued by any Governmental Authority to which such Person or thing is subject.

“Borrower”:ThePersonidentifiedasthe“Borrower”undertheLoan Documents. “Breach Notice”: As defined in Section 7(a).

“Business Day”: Any day other than(a) aSaturday or aSunday, or (b) aday onwhich(i) branchesoftheFederalReserveSystemarepermittedorrequiredtobeclosed,or(ii)bankslocated in the State ofTexas are permitted orrequired to be closed. If the deadline for any Party toremit

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anypaymentortoperformanyactionpursuantheretooccursonadaythatisnotaBusinessDay, then such deadline shall be deemed extended until the next succeeding Business Day.

“Claimant”:AsdefinedinSection 7(e).

“ClosingDate”:June5,2026,oranyotherdatethatismutuallyagreeduponbybothParties inwriting.Forpurposeshereof,theClosingDateshallconclusivelybedeemedtobethe“Closing Date” specified in the Purchase Confirmation.

“Collateral”: All personal property and other assets pledged, assigned, or otherwise encumberedascollateralsecurityfortheLoanpursuanttotheCollateralDocuments,including(a) the equity interests pledged pursuant to the Pledge Agreement, and (b) the DST Sales Proceeds and DST Sales Proceeds Account pledged pursuant to the Security Agreement, together with all proceeds thereof.

“Collateral Documents”: With respect to the Loan, all security agreements, pledge agreements, deposit account control agreements, guaranties, and other documents, instruments, and agreements executed and delivered by any Obligor in connection with the Loan to create, perfect, ormaintainanylienorsecurityinterestintheCollateral,includingthePledgeAgreement and the Security Agreement.

“Cut-OffDate”: ThedatethatistheClosing Date.

“Delinquency”:WithrespecttotheLoan,thefailurebytheObligortoremitanyMonthly Payment onor beforetheduedateof thenextsucceeding MonthlyPayment, exclusiveof daysof grace; provided, however, the term “Delinquency” shall not include any such failure that is attributable to borrower confusion, a servicing transfer error, or any loss mitigation activity.

“Diligence Deadline”: 12:00 p.m. Central Timeonthe date thatis two (2) Business Days before the Closing Date.

“DisclaimedMatters”AsdefinedinSection4(f).

“Disclosure Schedule”: The written schedule appended as Schedule Bto the Purchase Confirmation.

“DST Sales Proceeds Account”: The deposit account described on Schedule 1 to the Security Agreement, maintained at NexBank, Account Number 1639640, pledged as Collateral pursuant to the Security Agreement.

“ExpirationDate”:Thedatethatisthreehundredsixty(360)daysaftertheClosingDate. “Force Majeure Event”: As defined in Section 9(e).

“Governmental Authority”: Each (a) administrative, executive, judicial, or legislative instrumentality of any commonwealth, district, municipality, nation, state, territory, or other political subdivision thereof, and (b) governmental, non-governmental, or quasi-governmental authorityempoweredtoregulateorsupervisetheactivitiesofanyPersonwithrespecttotheLoan.

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“Loan”: The Non-Rejected Loan (including the related Collateral Documents) identified in the Loan Scheduleappended as Schedule Atothe Purchase Confirmation; provided, however, the term “Loan” shall not include the Repurchased Loan from and after the Repurchase Date.

“LoanAssets”:Asdefined inSection3(a).

“Loan Document”: With respect to the Loan, each of the following documents and instruments:(a)theNote;(b)theUnderlyingLoanAgreement;and(c)eachCollateralDocument.

“Loan File”: With respect to the Loan, the compilation of all Loan Documents in the Seller's possession, custody, or control.

“Loan Proceeds”: With respect to the Loan, all scheduled and unscheduled payments of interest, principal, fees, or other proceeds due and payable to the lender on or after the Closing Date in connection with the Loan, except to the extent of (i) any such interest that is attributable to the period of time before the Closing Date, and(ii) any such principal, fees, or other proceeds that are attributable to the period of time before the Cut-Off Date.

“Loan Schedule”: The written schedule appended as Schedule Ato the Purchase Confirmation.TheLoan Scheduleshallincludeallof thefollowinginformationasof theCut-Off Date with respect to the Loan: (a) the Seller’s loan number; (b) name of each Obligor;(c) a brief descriptionof theCollateral;(d)originationdate;(e) maturitydate;(f)interest rate;(g)indexrate (if applicable); (h) rate margin (if applicable); (i) reset date (if applicable); (j) original Principal Balance; (k) current Principal Balance; (l) reserve balance (if any); (m) default interest rate; (n) scheduled payment amount and frequency; (o) current paid-to-date; and (p) the Purchase Price Percentage.

“MaterialBreach”:AsdefinedinSection 7(a).

“MonthlyPayment”:WithrespecttotheLoan,thescheduledpaymentofprincipal,interest, andotheramounts(includingfees)requiredtobepaidbytheBorrowereachmonthinconnection with the Loan.

“Non-RejectedLoan”:AsdefinedinSection2(c).

“Note”:WithrespecttotheLoan,thepromissorynoteorotherwritteninstrumentexecuted by or on behalf of the Borrower and evidencing its promise to pay the indebtedness owed in connection with the Loan.

“NoticedBreach”: AsdefinedinSection 7(a).

“Obligor”: With respect to the Loan, each Person who is a borrower (including the Borrower),co-borrower,guarantor,pledgor,orotherobligoroftheindebtednessevidencedbythe Note.

“Pledge Agreement”: The Pledge Agreement, dated as of January 14, 2026, executed by TheDugaboyInvestmentTrust,aspledgor,infavoroftheSeller,asadministrativeagentforthe

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benefitof thelenders, grantingasecurityinterest inthePledged Equity(asdefinedtherein) as Collateral for the Loan, together with all amendments, restatements, and supplements thereto.

“Person”: Any (a) natural person, (b) company, corporation, joint venture, partnership, syndicate, trust, or other type of juridical entity or non-juridical association through which any activity is conducted, or (c) Governmental Authority.

“Principal Balance”: With respect to the Loan, the outstanding principal balance of the Loanasofthedateofdetermination,aftergivingeffecttoallscheduledpaymentsandunscheduled prepaymentsofprincipalreceivedbyoronbehalfoftheholderoftheLoanonorbeforesuchdate.

“Purchase Confirmation”: The written instrument, in the form appended as Exhibit 1hereto, that is duly executed by both Parties and to which the Loan Schedule is appended as Schedule Athereto.

“Purchase Consideration”: The sum of (a) the Purchase Price for the Loan, plus (b) the Accrued Interest for the Loan.

“Purchase Price”: With respect to the Loan, the product of (a) the Purchase Price Percentage, multiplied by (b) the Principal Balance of the Loan as of the Cut-Off Date.

“PurchasePricePercentage”: Onehundredand00/100 percent(100.00%).

“Purchaser”: NexPoint Residential Trust Operating Partnership, L.P., including its successors and permitted assigns.

“Representative”: With respect to any specified Person, any other Person that is an accountant, administrator, agent, attorney, banker, broker, contractor, director, employee, manager,member,officer,partner,shareholder,trustee,orotherdesigneeofthespecifiedPerson. For purposes hereof, no Party, its Affiliates, or its or their respective Representatives shall be deemedaRepresentativeoftheotherParty,itsAffiliates,oritsortheirrespectiveRepresentatives.

“Repurchase Date”: With respect to the Loan, the date on which the Seller remits full payment of the Repurchase Price for the Loan in accordance with Section 7(b).

“Repurchase Price”: With respect to anyLoan, thesum of (a) the productof the Purchase Price Percentage, multiplied by the Principal Balance of such Loan as of the Repurchase Date, plus (b) all (if any) Accrued Interest paid by the Purchaser to the Seller in connection with such Loan on theClosingDate,less allpayments andprepayments of interestreceivedbyor onbehalf of the Purchaser in connection with such Loan on or after the Closing Date; provided, however, the Purchaser shallnotbeentitledtorecoveranyservicing advancesmade,oranyservicing costs or expenses incurred, by or on behalf of the Purchaser in connection with the servicing of such Loan onorafterthedateonwhichthePurchaser discoversabreach of representationorwarranty with respect to such Loan, except to the extent such advances, costs, and expenses were made or incurred with the Seller’s prior written consent.

“RepurchasedLoan”:AsdefinedinSection7(b).

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“Respondent”:Asdefined inSection 7(e).

“Security Agreement”: The Security Agreement, dated as of January 14, 2026, executed byNexPointWaterfordHoldco,LLC, asdebtor,infavorof theSeller,as administrativeagent for the benefit of the lenders, granting a security interest in the DST Sales Proceeds and DST Sales Proceeds Account as Collateral for the Loan, together with all amendments, restatements, and supplements thereto.

“Security Instrument”: With respect to the Loan, each deed of trust, financing statement, mortgage,pledgeagreement(includingthePledgeAgreement),securityagreement(includingthe Security Agreement), security deed, vendor’s deed, assignment of leases and rents, chattel mortgage, or other written instrument executed by or on behalf of the Obligor and evidencing its grantofalienorsecurityinterestupontheCollateraldescribedthereinassecurityforthepayment and performance of the Loan.

“Seller”:NexBankCapital,Inc.,includingitssuccessorsandpermittedassigns.

“SellerAdvance”:WithrespecttoanyNon-RejectedLoan,allcorporate,escrow,andother servicing advances made by or on behalf of the Seller in connection with the servicing of such Non-Rejected Loan before the Closing Date, including (a) for the payment of common charges, ground rents, insurance premiums, leasehold payment, municipal assessments, property taxes, sewer rents, water charges, orother amountswhich maybecomealienupontheCollateral,or(b) in connection with (i) the inspection, management, marketing, maintenance, preservation, protection, restoration, or sale of the Collateral, or (ii) the investigation, prosecution, defense, or appealofanylegalproceedingoradministrativeactionrelatingtosuchLoan,theCollateral,orthe Obligor.

“Seller’s Knowledge”: “Knowledge,” as that term is defined in Section 1-202(b) of the NewYorkUniformCommercialCode,whichisdeemedreceivedbytheSellerpursuanttoSection 1-202(f) thereof.

“Seller’s Servicer”: NexBank, in its capacity as subservicer for the Seller, or any other Person subsequently designated by the Seller in its sole discretion.

“StandardQualifications”: AsdefinedinSection4(a).

“UCC”: The Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

“Underlying Loan Agreement”: The Credit Agreement, dated as of January 14, 2026, by and among NexPoint Advisors, L.P. and NexPoint Waterford Holdco, LLC, as Borrowers, the lenderspartythereto,andtheSeller,asadministrativeagent, asamended,restated, supplemented, or otherwise modified from time to time.

“UnsoldLoan”:AsdefinedinSection3(b).

(b)

InterpretivePrinciples.ThisAgreementshallbeconstruedandinterpretedasifboth Partiesjointlydraftedeachprovisionherein,withoutregardtoanylegaldoctrine,equitable

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principle, or ApplicableLaw whichmay recommend orrequire apresumption against or infavor of any Party. The preamble, each recital, and each attachment, exhibit, and schedule hereto are made a part hereof and incorporated herein. The heading of each provision herein is used for convenience of reference andshall notaffectthe construction orinterpretationhereof. Theuse of anywordinthepluralformshallbeconstruedandinterpretedtoincludethesingularformaswell, and vice versa. The use of any word in the present tense shall be construed and interpreted to includethefuturetenseaswell,andviceversa.Theuseofanywordinthemasculinegendershall be construed and interpreted to include the feminine gender as well, and vice versa. The word “any” shall be construed and interpreted to mean “any or all,” and the word “each” shall be construed and interpreted to mean “each and every.” The words “day” and “days” shall be construedandinterpretedtorefertocalendardays,includingweekendsandholidays,exceptwhen usedaspartofthedefinedterm“BusinessDay.”Thewords“hereby,”“herein,”“hereof,”“hereto,” “hereunder,” and words of similar import shall be construed and interpreted to refer to this Agreement in its entirety. The word “including” and each variant thereof shall be construed and interpretedtomean“includingwithoutlimitation”intheunrestrictedsense.Theword“may”shall be construed and interpreted to confer a permissive right rather than impose a mandatory obligation, and the words “shall” and “will” shall be construed and interpreted to impose a contractual covenant rather than express a mere intention. The word “or” shall be construed and interpretedtomean“and/or”inthenon-exclusivesense.Eachreferencetoanyspecifiedagreement (includingthisAgreement),document,orinstrumentshallbeconstruedandinterpretedtoinclude each addendum, attachment, annex, exhibit, rider, schedule, and supplement thereto, and each amendment, extension, modification, novation, and restatement thereof. Each reference to any specifiedApplicableLawshallbeconstruedandinterpretedtoincludeeachlegislativeamendment andreplacementthereof,eachadministrativeregulationandrulepromulgatedthereunder,andeach executive order and judicial decision relating thereto. Each reference to any specified Person (including each Party) shall be construedand interpreted toinclude each successor and permitted assign thereof.

SECTION2.PURCHASEANDSALE.

(a)

Agreement to Purchase and Sell. The Seller agrees to sell to the Purchaser subject to the terms and provisions set forthherein, and the Purchaser agrees to purchase from the Seller subject to theterms andprovisions setforthherein, allright, title, andinterest of the Seller in, to, and under the Loan on and as of the Closing Date. Notwithstanding the foregoing or any other provision herein, if the Loanis paidinfullor becomes subject toarequest for apayoff statement before the Closing Date, then the Seller shall have the exclusive right, at its election in its sole discretion, to terminate this Agreement without any resulting liability or obligation to the Purchaser.

(b)

Terms of Purchase and Sale. Each Party acknowledges and agrees that the transactions contemplated hereby are intended to constitute a purchase and sale of assets rather than a pledge of collateral to secure a debt, and that such Party shall report the transactions contemplatedherebyas apurchaseandsaleofassetsforaccounting, regulatory,tax, andallother purposes. The Purchaser further acknowledges and agrees that (i) the purchase, sale, and transfer of theLoan are madeonan“as is, whereis, with all faults”basis withoutrecourse of anykindor type against the Seller, except to the extent of thelimited rights and remedies expressly set forth inSection7,(ii)theSellerhasnotmade,willnotmake,andherebydisclaimsallexpress,implied,

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andstatutoryrepresentationsandwarranties,otherthanthelimitedrepresentationsandwarranties expressly set forth in Section 5 and Section 6, and(iii) noRepresentative of the Seller has made, or has been authorized to make, any representations or warranties to the Purchaser or any Representative thereof.

(c)

Purchaser Diligence. Upon the Purchaser’s request from time to time before the DiligenceDeadline,theSellershallmakeavailabletothePurchaseroritsdesignee,byfiletransfer protocoloranyothermutuallyagreeableelectronicmethod,digitalimagesofallLoanDocuments and Loan Files relating to the loan identified by the Seller (the “Presented Loan”). At any time beforetheDiligenceDeadline, thePurchaser shallhave therighttorejectthePresentedLoan ifit failstoconform,inamannerthathasamaterialandadverseeffectuponthevalueofthePresented Loan, with (i) the loan characteristics set forth in the information presented by the Seller, or (ii) the representations and warranties set forth in Section 6 (in which case, the Presented Loan shall be a “Non-Conforming Loan”). Before the Diligence Deadline, the Purchaser may deliver to the Seller (by email transmitted to mike.mendelow@nexbank.com)written notice that the Purchaser has elected to reject the Non-Conforming Loan and the reason for such rejection (a “RejectionNotice”). IfthePurchaser hasdulyprovidedandtheSellerhastimelyreceivedaRejectionNotice with respect to the Non-Conforming Loan (in which case, the Loan shall be a “Rejected Loan”), thePurchasershallnotbeobligatedtopurchasetheLoan;otherwise(inwhichcase,theLoanshall be a “Non-Rejected Loan”), the Purchaser shall be obligated to purchase the Loan, subject to the satisfaction or waiver of all conditions precedent set forth in Section 2(d)(i). Notwithstanding anything herein to the contrary, the Purchaser shall have the right, upon receipt of the Loan Scheduleprepared asof theClosingDate, toreviewtheinformationsetforththereinandtoreject theLoanbywrittennotice(byemailtransmittedtomike.mendelow@nexbank.com)totheSeller. In such event, such notice shall be deemed a timely Rejection Notice notwithstanding the expiration of the Diligence Deadline, and the Purchaser shall have no obligation to purchase the Loan.

(d)

ConditionsPrecedent.TheclosingforthepurchaseandsaleoftheLoanshalloccur on the Closing Date, shall be conducted by email, shall be confirmed by the fully executed PurchaseConfirmation, andshallbesubject tothesatisfaction (or writtenwaiverbythespecified Party) of all conditions precedent set forth in this Section 2(d).

(i)

Purchaser Closing Conditions. The Purchaser’s obligation to purchase the LoanfromtheSellershallbesubjecttothesatisfaction(or writtenwaiverbythePurchaser) of all of thefollowingconditionsprecedent asof theClosing Date:(A) thePurchaser’sreceiptof (I) an electronic copyoftheSeller’sdulyexecutedcounterpartofthisAgreement, and(II) anelectronic copy of the complete Loan Schedule approved by the Purchaser; and (B) the Purchaser’s receipt ofalldocumentsandinstrumentsrequiredtobedeliveredbytheSellerpursuanttoSection3(b)(i) with respect to the Loan.

(ii)

Seller Closing Conditions. The Seller’s obligation to sell the Loan to the Purchasershallbesubjecttothesatisfaction(orwrittenwaiverbytheSeller)ofallofthefollowing conditions precedent as of the Closing Date: (A) the Seller’s receipt of (I) an electronic copy of the Purchaser’s duly executed counterpart of this Agreement, (II) an electronic copy of the Purchaser’s duly executed counterpart of the Purchase Confirmation, and (III) if the Loan is an UnsoldLoan,alldocumentsandinstrumentsrequiredtobedeliveredbythePurchaserpursuantto

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Section3(b)(i)withrespecttotheLoan;and(B)theSeller’sreceiptofthePurchaseConsideration for the Loan in accordance with Section 2(e).

(e)

Purchase Consideration. Subject to the satisfaction (or written waiver by the specified Party) of all conditions precedent set forth in Section 2(d)(i), the Purchaser shall remit payment of thePurchase Consideration for theLoan not later than 5:00 p.m. Central Timeon the ClosingDatebywiretransferofimmediatelyavailablefundstothedepositoryaccountdesignated by the Seller in writing not less than two (2) Business Days before the Closing Date.

SECTION3.TRANSFEROFOWNERSHIP.

(a)

VestingofTitle.ImmediatelyupontheSeller’sreceiptofpaymentofthePurchase Consideration for the Loan in accordance withSection 2(e), and withoutany further action byor notice to either Party:

(i)

the Seller shall and hereby does assign, convey, and transfer to the Purchaser, on andas of the Closing Date and subject to the terms and provisions set forthherein, all then existingand thereafter acquired right, title, and interest of the Seller in, to, andunder (A) the Loan, including the related Loan File and all documents and instruments therein, (B) all scheduled and unscheduled payments of principal received after the Cut-Off Date in connection with the Loan, (C) all scheduled and unscheduled payments of interest received on or after the Closing Date in connection with the Loan, (D) all other Loan Proceeds received on or after the Cut-Off Date in connection with the Loan, and (E) all rights of the Seller under the Collateral Documents related to the Loan (collectively, the “Loan Assets”); and

(ii)

the Purchaser shall and hereby does accept, assume, and receive from the Seller, on andas of the Closing Dateand subject to the terms and provisions set forthherein, (A) all then existing and thereafter acquired right, title, and interest of the Seller in, to, and under the Loan Assets, and (B) all then existing and thereafter arising duties, liabilities, obligations, and responsibilitiesarisingunder,incidentalto,resultingfrom,orrelatingtotheLoanAssets accruing from and after the Closing Date.

(b)

DeliveryofLoanDocuments.

(i)

DocumentDelivery.Notlessthantwo(2)BusinessDaysbeforetheClosing Date, the Seller shall deliver to the Purchaser, in electronic format, all Loan Documents and the LoanFilerelatingtotheLoan, together withanyconsentor approval(whichmaybecontainedin the Assignment, Assumption, and Recognition Agreement) required from any Obligor or other party under the Underlying Loan Agreement or the Collateral Documents in connection with the assignment of the Loan to the Purchaser and the replacement of Seller by Purchaser as Administrative Agent.Onthe Closing Date, theSeller shall execute and deliver tothePurchaser

(A) an original Assignment, Assumption, and Recognition Agreement with respect to the Loan, duly executedbyor onbehalf ofthe Seller, assigning alloftheSeller's right, title, andinterest in, to, and under the Loan and the related Collateral Documents to the Purchaser without recourse, representation, orwarrantyexceptasexpresslysetforthherein;and(B)suchotherinstrumentsof transferandassignmentasmaybereasonablynecessarytoevidencethetransferoftheLoantothe Purchaser,including,asapplicable,assignments,allonges,endorsements,depositaccountcontrol

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agreements, collateral assignments, servicing transfer documents, register updates, and administrative agent acknowledgements.If the Loan is not purchased and sold on the Closing Date(inwhichcase,theLoanshallbean“UnsoldLoan”),thePurchasershall,promptlythereafter, return to the Seller all Loan Documents and the Loan File delivered by the Seller with respect to the Loan.

(ii)

UCC Filing. Not later than ten (10) Business Days after the Closing Date, and at the Purchaser's sole cost and expense, the Purchaser shall file or cause to be filed all UCC financingstatementamendmentsandotherinstrumentsreasonablynecessaryunderapplicablelaw to reflect the assignment of the Collateral Documents from the Seller to the Purchaser and to perfect the Purchaser's security interest in the Collateral. Not later than thirty (30) days after the Closing Date, the Purchaser shall deliver to the Seller (by email transmitted to mike.mendelow@nexbank.com)evidence of the filing of all such UCC financing statement amendments.

(c)

IntentionallyOmitted.

(d)

Further Actions. Each Party shall take or cause to be taken all customary actions, and shall execute or cause to be executed all customary documents and instruments, that are reasonablyrequestedbytheotherPartyandreasonablynecessarytoconveytitletotheLoanAssets fromtheSellertothePurchaser andtoeffecttheassignmentoftheLoanandtherelatedCollateral Documents.

SECTION4.REPRESENTATIONS,WARRANTIES,ANDCOVENANTSOFTHEPURCHASER.

ThePurchaserherebyrepresentsandwarrantstotheSeller,onandasoftheEffectiveDate and the Closing Date, as follows:

(a)

this Agreement (i) has been duly authorized, executed, and delivered by the Purchaser,and(ii)constitutesabinding,enforceable,andvalidobligationofthePurchaser,except astheenforceabilityhereofmaybelimitedby(A)applicablebankruptcy,insolvency,liquidation, moratorium, receivership, reorganization, or similar laws affecting the rights of debtors and creditors generally, and (B) general principles of equity, whether enforcement is sought in a proceeding at law or in equity (clauses (A) and (B), collectively, the “Standard Qualifications”). Inaddition,ifthePurchaserisan“insureddepositoryinstitution,”asthattermisdefinedin12

U.S.C. § 1813(c)(2), then this Agreement (i) complies with all federal, state, and local banking laws, rules, regulations, andrequirementstowhichthePurchaser issubject, (ii) isbeingexecuted by the Purchaser contemporaneously with the agreement reached among the Parties, and(iii) has beenapprovedbyacorporateresolutionthatwas(A)dulyadoptedbyandreflectedintheminutes of the Purchaser’s board of directors, and (B) duly certified by the secretary, assistant secretary, treasurer, or assistant treasurer of the Purchaser’s board of directors;

(b)

the Purchaser (i) is duly organized, in good standing, and validly existing, in accordancewithall ApplicableLawsof thejurisdictionwherethePurchaser isorganized,(ii) has obtainedallapprovals,authorizations,andconsentsthatarenecessaryforthePurchasertoexecute, deliver,andperformthisAgreement,(iii)maintainsalllicenses, permits,andqualifications,orall

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requiredexemptionstherefrom,thatarenecessaryforthePurchaser toconductitsbusinessandto ownandadministercommercialloansofthesametypeastheLoan,(iv)doesnotbelieve,nordoes it have any reason to believe, that it cannot perform its respective covenants, obligations, and undertakingshereunderandinaccordanceherewith,and(v)hasnotengagedanyagent,broker,or salesperson that is entitled to receive payment of a commission or other compensation from the Seller in connection with the transactions contemplated hereby;

(c)

the Purchaser (i) acquires and administers, in the ordinary course of its business, commercial loans of the same type as the Loan, (ii) is an “accredited investor,” as that term is defined pursuant to 17 C.F.R. § 230.501 of the Securities Act of 1933, or is a “qualified institutionalbuyer”asthattermisdefinedpursuantto17C.F.R.§230.144AoftheSecuritiesAct of 1933, and, in each case, holds itself out to the general public as a sophisticated institutional investorwithexperienceandknowledgesufficienttoevaluatethemeritsandrisksofaninvestment in the Loan, and (iii) was provided an opportunity to obtain and has obtained, or elected not to obtain,allindependentaccounting,legal,tax,andotheradvicefromitsownaccountants,attorneys, and other professionals to the extent the Purchaser deems necessary or appropriate to make an informed business decision to purchase the Loan;

(d)

the Purchaser (i) has received all Loan Documents, the Loan File, and other documents and information relating to the Loan that are required to be delivered by the Seller on orbeforetheClosingDateorthatotherwisehavebeenrequestedfromtheSeller(collectively,the “PrivateDiligenceMaterials”),(ii)hasobtained,or electednottoobtain,allother documentsand information relating to theLoan that areavailablein thepublicdomain from government offices, service providers, and other third-party sources (collectively, the “Public Diligence Materials”),

(iii) was provided an opportunity to perform and has performed, or elected not to perform, all independent examinations, inquiries, and investigations of the Loan, including the Private Diligence Materials and Public Diligence Materials (collectively, the “Diligence Materials”), to theextentthePurchaser deemsnecessaryorappropriatetomakeaninformedbusinessdecisionto purchase the Loan, and (iv) is relying solely upon its own independent examinations, inquiries, and investigations in deciding to purchase the Loan, and is not relying upon any oral or written representations,warranties,orstatementsmadebyoronbehalfoftheSelleroritsRepresentatives, other than the representations and warranties expressly set forth in Section 5 and Section 6;

(e)

thePurchaseracknowledgesthat(i)theDiligenceMaterialsmayincludeinaccurate or incomplete information, as wellas defective ormissing documents, that, individuallyor in the aggregate, may materially and adversely affect the enforceability, transferability, or value of the Loan or the Purchaser’s interest therein, and (ii) the Seller does not insure, guarantee, represent, or warrant the accuracy or completeness of (A) any Public Diligence Materials, or (B) any Loan Documents, Loan Files, or other Private Diligence Materials, except that the Seller has delivered all material Loan Documents in the Seller’s possession relating to the Loan; and

(f)

the Purchaser acknowledges that (i) some of the Loan Documents may have been executed or issued electronically, and the Loan File may include documents or instruments for whichoneormorepagesorattachments,exhibits,orridersmaybemissingandcannotbeobtained,

(ii) the Loan may be evidenced by a Note that is lost or missing and cannot be obtained, but for which the Loan File includes a lost note affidavit from the lender that was in possession of the Noteatthetimeitwaslostandsuchlostnoteaffidavitissufficient,informandsubstance,to

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permit enforcement of the Loan under applicable law, (iii) intentionally deleted, (iv) the value of the Collateral may be adversely affected by market conditions, the financial condition of the Borrower, or other factors beyond the Seller's control, (v) the Underlying Loan Agreement and Collateral Documents may contain provisions that limit or condition the Purchaser's ability to enforce its rights against theBorrower or theCollateral, and (vi) except as set forth in Sections 5 and6ofthisAgreement, theSellerhasnotmade,willnotmake,andherebydisclaimsallexpress, implied, and statutory representations and warranties relating to the matters set forth in Section 4(e), and/or clauses (i) through (v) of this Section 4(f), and/or the Disclosure Schedule (collectively, the “Disclaimed Matters”). The Purchaser acknowledges that the Loan may be affected by one or more of the Disclaimed Matters, confirms that the Purchaser has elected to purchase the Loan notwithstanding the fact that it may be affected by one or more of the Disclaimed Matters, and agrees that the Purchaser is knowingly assuming all risks and liabilities associatedwiththeDisclaimedMatters.Notwithstandinganythinghereintothecontrary,nothing in this Section shall limit or qualify any liability arising from intentional fraud or willful concealment of material information.

SECTION5.REPRESENTATIONSANDWARRANTIESOFTHESELLER.

TheSellerherebyrepresentsandwarrantstothePurchaser,onandasoftheEffectiveDate and the Closing Date, as follows:

(a)

thisAgreement(i)hasbeendulyauthorized, executed, anddeliveredbytheSeller, and (ii) constitutes a binding, enforceable, and valid obligation of the Seller, except as the enforceability hereof may be limited by the Standard Qualifications;

(b)

theSeller(i)isdulyorganized,ingoodstanding,andvalidlyexisting,inaccordance with all Applicable Laws of the jurisdiction where the Seller is organized, (ii) has obtained all approvals, authorizations, and consents that are necessary for the Seller to execute, deliver, and perform this Agreement, (iii) maintains all licenses, permits, and qualifications, or all required exemptions therefrom, that are necessary for the Seller to conduct its business and to own and administer commercialloans of thesame typeas the Loan, (iv) does notbelieve, nor does it have anyreasontobelieve,thatitcannotperformitsrespectivecovenants,obligations,andundertakings hereunder and in accordance herewith, and(v) hasnot engaged any agent, broker, or salesperson that is entitled to receive payment of a commission or other compensation from the Purchaser in connection with the transactions contemplated hereby;

(c)

the Seller’s sale of the Loan pursuant hereto (i) is made in the ordinary course of the Seller’s business and is not subject to the bulk transfer laws of the jurisdiction where it is organized, and(ii)doesnotconstituteabreachofanyagreementtowhichtheSellerisapartyand does not violate any decree, injunction, judgment, order, writ, or other Applicable Law to which the Seller or its property is subject;

(d)

the Seller (i) has not admitted in writing its inability to pay any material indebtedness as it becomes due, or voluntarily suspended payment of any material indebtedness that has become due, (ii) isnotinsolvent or engaged in anybusiness or transaction for whichany propertyremaining withthe Seller isanunreasonablysmallcapital,and(iii)does not intendto

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incur anyindebtednessthatwouldbebeyondtheabilityoftheSeller topayuponmaturity, or to hinder, delay, or defraud any Person to which the Seller is indebted; and

(e)

there is no pending or, to the Seller’s Knowledge, threatened, (i) bankruptcy, insolvency, receivership, or similar legal proceeding in which the Seller is a debtor, or (ii) legal proceeding oradministrative actionagainst theSeller that, if adversely determined, wouldrender the Seller unable to perform its respective covenants, obligations, and undertakings hereunder.

SECTION6.REPRESENTATIONSANDWARRANTIESREGARDINGTHELOAN.

ExceptwithrespecttotheDisclaimedMatters,theSeller herebyrepresentsandwarrants to the Purchaser, on and as of the Closing Date, as follows with respect to the Loan:

(a)

Sole Owner. Except for a participation interest that is held by NexBank and that willbeterminatedontheClosingDate, theSeller isthesoleowner andholder andadministrative agent of the Loan free and clear of any encumbrance, lien, pledge, or other security interest that hasnot been fully and finally released on or beforetheClosing Date. Upon theSeller’sreceipt of the Purchase Consideration for the Loan, the Purchaser shall become the sole owner and holder and administrativeagentof allright, title, andinterest oftheSellerin, to, andundertheLoanfree and clear of any encumbrance, lien, pledge, or other security interest that has not been fully and finally released on or before the Closing Date.

(b)

Loan Schedule. Theinformation setforth intheLoan Schedule withrespect tothe Loan accurately reflects the information contained in the Loan File and the Seller’s books and records as of the Cut-Off Date. To the Seller’s Knowledge, the information set forth in the Loan Schedule with respect to the Loan is true and correct as of the Cut-Off Date.

(c)

Legal Compliance. The origination and administration practices employed by the Seller with respect to the Loan have complied in all material respects with all Applicable Laws and the terms of the Loan Documents. The Loan is not subject to any usuryclaim or interest rate limitation challenge that would render any material term of the Loan unenforceable under applicable law.

(d)

Loan Terms. The material terms of the Note and the Underlying Loan Agreement havenotbeenaltered,amended,ormodifiedinanymaterialrespect,exceptbyawritteninstrument that is included in the Loan File. The material terms of any such alteration, amendment, or modification are accurately reflected by the information set forth in the Loan Schedule.

(e)

LoanProceeds.TheoriginalPrincipalBalanceoftheLoanhasbeenfullydisbursed to the Borrower and there is no requirement for future advances thereunder, except to the extent of any reserve funds set forth in the Loan Schedule or permitted under the Underlying Loan Agreement. All costs, expenses, and fees incurred in connection with the origination of the Loan have been paid, and no Obligor is entitled to a refund of any amounts due or paid in connection with the origination of the Loan.

(f)

LoanDocuments.TheNoteandtheUnderlyingLoanAgreementaregenuine,have been duly and properly executed by all parties thereto, and constitute binding, enforceable, and valid obligations of the parties thereto, except as the enforceability thereof maybe limitedby the

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Standard Qualifications. All parties to the Note and the Underlying Loan Agreement had legal capacity to enter into the Loan and to execute and deliver the Note and the Underlying Loan Agreement.

(g)

Valid Security Interest. Each Collateral Document creates a legal, valid, and subsisting security interest upon the Collateral described therein in favor of the Seller (as administrativeagentforthebenefitofthelenders),subjectonlytotheStandardQualificationsand

(i)liensandsecurityintereststhatconstitute"PermittedLiens"asdefinedintheUnderlyingLoan Agreement, and (ii) any restrictions on transfer or assignment arising under applicable securities laws or the organizational documents of any pledged entity (clauses (i) and (ii), collectively, the "Permitted Exceptions"). To the Seller's Knowledge, the security interest granted to the Seller in theCollateralhas beendulyperfectedundertheUCCor other applicablelaw,asappropriate, and constitutes a first-priority security interest in the Collateral, subject only to the PermittedExceptions.

(h)

Collateral Document Provisions. Each Collateral Document contains customary provisions that are adequate for the Seller (as administrative agent) to realize the benefits of its security interest in the Collateral described therein by the lawful exercise of rights and remedies available to a secured party under the UCC or other applicable law. Each Collateral Documentis in proper form for filing or delivery (as applicable) under the laws of the jurisdiction governing the perfection of the security interest in the Collateral described therein. To the Seller’s Knowledge, no fees are due or will become payable to any third party in connection with the enforcementoftheCollateralDocuments,exceptinconnectionwithadefaultbytheBorrowersor an event of default under the Underlying Loan Agreement.

(i)

Collateral Description. The Collateral described in the Collateral Documents constitutes valid and existing property of the pledgors and obligors identified therein, and, to the Seller's Knowledge, the descriptions of the Collateral set forth in the Collateral Documents are accurate and sufficient to perfect the security interest intended to be granted therein under applicable law.

(j)

UCC Filings and Searches. To the Seller's Knowledge, all UCC financing statementsandotherfilingsorrecordingsnecessarytoperfectthesecurityinterestintheCollateral have been dulyfiled or recordedinthe appropriatefilingoffices. TheSeller has not made, andto the Seller's Knowledge there is not pending, any adverse claim against the Collateral that would impair thevalidityor priorityof thesecurityinterestintheCollateralgrantedundertheCollateral Documents, subject only to the Permitted Exceptions.

(k)

No Satisfaction or Release. The security interest created by any Collateral Document has not been cancelled, terminated, satisfied, or subordinated, in whole or in part, nor has the Seller executed any instrument that would effectuate any such cancellation, termination, satisfaction, or subordination. No Obligor has been released fromanymonetaryor non-monetary obligation under the Loan Documents, in whole or in part, except in connection with a written modification agreement that is included in the Loan File.

(l)

No Defaults or Waivers. No Event of Default (as defined in the Underlying Loan Agreement)hasbeendeclaredandiscontinuingontheClosingDate,andtheSellerhasnot

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receivedwrittennoticeofany circumstanceswhich, totheSeller’sKnowledge, arecontinuingon theClosingDateandconstitute(orreasonablycouldbeexpectedtoconstitute)anEventofDefault under the Underlying Loan Agreement. The Seller has not agreed to waive any Event of Default or event of acceleration under the Underlying Loan Agreement or any Collateral Document. The Loan is not cross-collateralized or cross-defaulted with any other loan.

(m)

No Defenses. With the exceptionof anycontractual limitationson prepaymentset forth in the Underlying Loan Agreement, neither the operation of the terms of the Note or the Underlying Loan Agreement, nor the exercise of any right or remedy thereunder, will render the NoteortheUnderlyingLoanAgreementunenforceable.NoObligorhasassertedorthreatenedany counterclaim, defense, orright ofrescission or set-off against theSellerwithrespect to the Loan.

(n)

NoFraud.TheLoanisnotaffectedbyanyintentionalmisstatementofmaterialfact, intentional omission of material fact, or willful violation of Applicable Law by the Seller, any Representative thereof or, to the Seller’s Knowledge, any Obligor.

(o)

NoBroker.Sellerhasnotdealtwithanybroker,investmentbanker,agent,orother Person, who may be entitled to any commission, compensation or other payment in connection with the sale of the Loan Rights.

(p)

Seller has not assigned, pledged, promised, encumbered, sold participations in, or otherwise transferred any interest in any Loan Document to any Person (other than NexBank, which holds a participation interest that will be terminated on the Closing Date) or released or agreed to modify any collateral for the Loan.

(q)

No Claims. Seller has no knowledge of any claims asserted or which could be assertedbyanyObligoragainsttheSellerwithrespecttotheLoanand,totheSeller’sKnowledge, therearenoknownproceedingspendingorthreatenedagainstSellerbyanyObligor,itsmembers, officersordirectorsatlaworinequity,withrespecttotheLoan.FurtherSellerhasnoKnowledge of any claims or litigation that would have a material adverse effect on the ability of Seller to consummate the transaction contemplated by this Agreement.

(r)

Exhibit 3. The information set forth on Exhibit 3attached hereto is to Seller’s Knowledge, true and correct as of the dates set forth in Exhibit 3.

SECTION7.RIGHTSANDREMEDIES.

(a)

Material Breaches. If the Purchaser discovers a breach of any representation or warranty set forth in Section 5 or Section 6, except to the extent of any Disclaimed Matters (a “Breach”),andtheBreachmateriallyandadverselyaffectsthevalueoftheLoanorthePurchaser’s interest therein (a “Material Breach”), then the Purchaser may request that the Seller cure the Material Breach by providing written noticethereof to theSeller in accordance with Section9(a) (the “Breach Notice”), notlater thanthe earlier ofthe ExpirationDate or sixty(60) days after the Purchaser’s discovery of the Material Breach. The Breach Notice shall (i) describe the noticed MaterialBreachinreasonabledetail(the“NoticedBreach”),(ii)identifytheSeller’sloannumber for the Loan, and (iii) append documentation sufficient to evidence the Noticed Breach and the effectthereofupon the value ofthe Loan orthe Purchaser’s interesttherein.Promptly upon the

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Seller’sreceiptofatimelyprovidedBreachNoticeinaccordancewiththisSection7(a),theSeller shall use commercially reasonable efforts in good faith to cure the Noticed Breach described therein within thirty (30) days after the date on which the Seller received the Breach Notice (the “Cure Period”); provided, however, if the Seller is diligently proceeding to cure the Noticed BreachbutisunabletodosobeforetheexpirationoftheCurePeriodasaresultofaForceMajeure Event beyondtheSeller’s commerciallyreasonable control, thentheSeller mayrequestand shall begrantedathirty(30)dayextensionoftheCurePeriodbyprovidingwrittennoticethereoftothe Purchaserbyemail.IftheSellerfailstocuretheNoticedBreachinallmaterialrespectsbeforethe expiration of theCure Period, thenthe Seller shallrepurchase the Loan andremitpayment of the Repurchase Price subject to the terms and provisions set forth in Section 7(b).

(b)

Repurchase Procedure. The Seller’s repurchase and remittance obligations under Section7(a)withrespect totheLoanshallbesubjecttothelimitationssetforthinSection7(d)as wellasthesatisfaction(orwrittenwaiverbytheSeller)ofallofthefollowingconditionsprecedent on and as of the mutually agreed upon Repurchase Date:

(i)

the Seller shallhavereceivedfromthePurchaser all of thefollowingitems withrespecttosuchLoan:(A)alldocumentationnecessarytosubstantiate eachcomponentofthe Repurchase Price for such Loan, including all servicing notes, payment histories, and third-party invoices; (B) the complete Loan File, including (I) all Loan Documents that the Seller delivered to the Purchaser in connection with or subsequent to its purchase of such Loan, and(II) all other documents and information in the Purchaser’s possession, custody, or control relating to the administration of such Loan from the Closing Date through the Repurchase Date; (C) an original Assignment, Assumption, and Recognition Agreement, duly executed by or on behalf of the Purchaser andreflectingthePurchaser’sassignmentofallof itsright,title,andinterestin, to, and undersuchLoanandtherelatedCollateralDocumentsbacktotheSellerwithoutrecourse;and(D) all collectionsandproceedsactuallyreceived andthen beingheldbythePurchaser initscapacity as lender, administrative agent, or otherwise, with respect to the Loan and not reflected in the calculation of the Repurchase Price; and

(ii)

all of the following representations and warranties, each of which shall be and hereby isdeemed made bythePurchaser onand as of the Repurchase Date, shall betrueand correct onand as of the Repurchase Date withrespect to such Loan:(A) thePurchaser is thesole owner and holder of such Loan and has not assigned, conveyed, encumbered, hypothecated, pledged, sold, or otherwise transferred any right, title, or interest in, to, or under such Loan since the Closing Date; (B) the security interest created by each Collateral Document has not been cancelled, terminated, satisfied, or subordinated since the Closing Date, in whole or in part, nor has any instrument been executed since the Closing Date that would effectuate any such cancellation, termination, satisfaction, or subordination; (C) no Obligor has been released from any monetary or non-monetary obligation under the Loan Documents since the Closing Date, in wholeorinpart,norhasanyinstrumentbeenexecutedsincetheClosingDatethatwouldeffectuate any such release; (D) the terms of the Note and the Underlying Loan Agreement have not been altered,amended,modified,orwaivedinanymaterialrespectsincetheClosingDate;and(E)such Loan has been administered in accordance with all Applicable Laws and the terms of the Loan Documents at all times since the Closing Date, and such Loan has not been the subject of any fraudulent misconduct, gross negligence, or violation of Applicable Law by Purchaser or its Affiliates at any time since the Closing Date.

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Promptly upon the satisfaction (or written waiver by the Seller) of all of the foregoing conditions precedent, the Seller shall repurchase such Loan (each, a “Repurchased Loan”) and remitpaymentoftheRepurchasePriceforsuchRepurchasedLoanbywiretransferofimmediately availablefundstothedepository accountdesignated bythePurchaser in writingnotlessthan two

(2) Business Days before the Repurchase Date. Immediately upon the Seller’s remittance of the RepurchasePriceforanyRepurchasedLoaninaccordancewiththisSection7(b),andwithoutany further action byor notice toeither Party, (i) thePurchaser shall and herebydoes assign, convey, andtransfertotheSeller,onandasoftheRepurchaseDateandsubjecttothetermsandprovisions set forth in this paragraph, all then existing and thereafter acquiredright, title, and interest of the Purchaser in, to, and under (A) such Repurchased Loan, including the related Loan Files and all documents and instruments therein, (B) all scheduled and unscheduled payments of principal received on or after the Repurchase Date in connection with such Repurchased Loan, (C) all scheduled and unscheduled payments of interest received on or after the Repurchase Date in connection with such Repurchased Loan, (D) all other Loan Proceeds received on or after the Repurchase Date in connection with such Repurchased Loan, and (E) all rights of the Purchaser undertheCollateral Documentsrelatedtosuch Repurchased Loan fromandafter theRepurchase Date (collectively, the “Repurchased Loan Assets”); and (ii) the Seller shall and hereby does accept, assume, and receive from the Purchaser, on and as of the Repurchase Date and subject to the terms and provisions set forth in this paragraph, (A) all then existing and thereafter acquired right, title, and interest of the Purchaser in, to, and under the Repurchased Loan Assets, and (B) all then existing and thereafter arising duties, liabilities, obligations, and responsibilities arising under,incidentalto,resultingfrom,orrelatingtotheRepurchasedLoanAssetsfromandafterthe Repurchase Date. Thereafter, all Loan Documents, Loan Proceeds, and other Repurchased Loan Assets that remaininor comeintothePurchaser’s possession, custody, or controlwithrespect to suchRepurchasedLoanshallbeheldbythePurchaserintrustfortheSellerandshallbedelivered totheSelleroritsdesigneenotlaterthanfive(5)BusinessDaysaftertheearlierofthePurchaser’s receipt thereof or the Seller’s demand therefor.

(c)

MutualIndemnification.

(i)

IndemnificationbytheSeller.SubjecttothelimitationssetforthinSection 7(d), the Seller shall indemnify and hold harmless the Purchaser against all out-of-pocket costs, damages(other than consequential, exemplary,incidental, indirect, multiple, punitive, special, or speculative damages), expenses, fees (including reasonable attorney’s fees), fines, forfeitures, judgments,liabilities,penalties,andotheractuallosses(collectively,“PurchaserLosses”),ineach casewithoutduplication,totheextenttheyareincurredorsustainedbythePurchaserinconnection with any third-party claim arising from or based upon any breach by the Seller of any covenant, obligation, representation, warranty, or other provision herein in any material respect, except to the extentof anyDisclaimed Matters;provided, however, theSeller shallnothaveanyobligation to indemnify or hold harmless the Purchaser to the extent of any Purchaser Losses that are attributableto(x)anyfactsorcircumstancesforwhichthePurchaserisobligatedtoindemnifyand hold harmless the Seller pursuant to Section 7(c)(ii), or (y) any error, fraud, negligence, willful misconduct,orviolationofApplicableLawbythePurchaser,itsAffiliates,oritsortheirrespective Representatives, orthefailurebyanysuchPersontousecommerciallyreasonableeffortsingood faithtomitigatesuchPurchaserLosses.TheSeller’sindemnificationobligationunderthisSection 7(c)(i)islimitedtothird-partyclaimsonlyanddoesnotincludeclaimsbyandbetweentheParties.

(ii)

Indemnification by the Purchaser. The Purchaser shall indemnify and hold harmlesstheSelleragainstallout-of-pocketcosts,damages(otherthanconsequential,exemplary,

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incidental,indirect,multiple,punitive,special,orspeculativedamages),expenses,fees(including reasonable attorney’s fees), fines, forfeitures, judgments, liabilities, penalties, and other actual losses (collectively, “Seller Losses”), in each case without duplication, to the extent they are incurred or sustained bytheSeller inconnection with anythird-partyclaimarisingfromor based upon any breach by the Purchaser of any covenant, obligation, representation, warranty, or other provision herein in any material respect; provided, however, the Purchaser shall not have any obligation to indemnify or hold harmless the Seller to the extent of any Seller Losses that are attributable to (x) any facts or circumstances for which the Seller is obligated to indemnify and holdharmlessthePurchaserpursuanttoSection7(c)(i),or(y)anyerror,fraud,negligence,willful misconduct, or violation of Applicable Law by the Seller, its Affiliates, or its or their respective Representatives, orthefailurebyanysuchPersontousecommerciallyreasonableeffortsingood faithtomitigatesuchSellerLosses.ThePurchaser’sindemnificationobligationunderthisSection 7(c)(ii)islimitedtothird-partyclaimsonlyanddoesnotincludeclaimsbyandbetweentheParties.

(iii)

IndemnificationProcedure. If anyParty(the “Indemnitee”) receivesnotice orotherwiseobtainsknowledgeofanythird-partyclaimthatreasonablycouldbeexpectedtogive risetoademandforindemnificationpursuanttothisSection7(c)(each,an“IndemnifiedClaim”) againsttheotherParty(the“Indemnitor”),thentheIndemniteeshallprovidewrittennoticethereof to the Indemnitor in accordance with Section 9(a) (each, an “Indemnitee Notice”) not later than ten (10) Business Days after the Indemnitee receives notice or otherwise obtains knowledge of such Indemnified Claim. Upon the Indemnitor’s receipt of an Indemnitee Notice with respect to any Indemnified Claim, the Indemnitor shall have the right (but not the obligation) to elect, by providing written notice thereof to the Indemnitee in accordance with Section 9(a) (each, an “Indemnitor Notice”) not later than ten(10) Business Days after the Indemnitor’sreceipt of such Indemnitee Notice, either to participate in or to assume the defense of such Indemnified Claim with counsel selected and paid by the Indemnitor. If the Indemnitor elects to assume the defense ofanIndemnifiedClaim,thentheIndemnitorshallnolongerhaveanyobligationtoindemnifythe Indemniteeforanyattorneys’feessubsequentlyincurredbytheIndemniteeinconnectionwithits own defense of such Indemnified Claim.

(d)

Exclusive Remedies. The Purchaser acknowledges and agrees that, notwithstanding any other provision herein, (i) the Purchaser’s cure, repurchase, and indemnification rights under Section 7 are intended to be and shall be the sole and exclusive remediesavailabletothePurchaserforanybreachbytheSellerofanyrepresentationorwarranty herein, but are not intended to be and shall not be applicable or available with respect to any Disclaimed Matters, (ii) the Seller’s cure, repurchase, and indemnification obligations under Section 7 shall automatically terminate on and as of the Expiration Date, after which time no claim for cure, repurchase, or indemnification shall be asserted by the Purchaser or enforceable against the Seller, except with respect to any Material Breach for which the Seller received a timely provided Breach Notice in accordance withSection 7(a) before the Expiration Date, and

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(iii)themerefactofabreachbySellerofanyrepresentationorwarrantyshallnot,standingalone bedeemedtoconstitutenorbeadmissibleasevidenceofbadfaith,lackofgoodfaith,fraudulent inducement, fraudulent misrepresentation, or fraudulent misconduct of any kind. Notwithstanding anything to the contrary in this Agreement, the limitations on survival, cure, repurchase,indemnification,damages,andexclusiveremediessetforthinthisSection7shallnot

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apply to claims arising from or relating to intentional fraud, willful misconduct, or gross negligence. Each Party expressly, irrevocably, and unconditionally releases and waives, to the fullest extentpermissible byApplicableLaw, allrights such Partymayhavetoclaimorrecover from the other Party (i) any consequential, exemplary, incidental, indirect, multiple, punitive, special, or speculative damages except to the extent expressly permitted herein, irrespective of whether such damages were foreseeable by or known to anyParty, or areotherwise available to any Party at law or in equity, or (ii) any amounts attributable to or associated with business interruptions, data losses, lost goodwill, lost opportunities, lost profits, operating losses, reputationalharm, or “generalandadministrativeexpenses,”asthattermisdefinedforpurposes of Generally Accepted Accounting Principles, incurred or sustained by the Claimant.

(e)

Dispute Resolution. If any Party, its Affiliates, or its or their respective Representatives(the“Claimant”),hasanyclaim,complaint,demand,dispute,orothergrievance arising under or relating to this Agreement or any transactions or occurrences contemplated hereby, incidental hereto, or resulting herefrom (each, a “Dispute”) against the other Party, its Affiliates,oritsortheirrespectiveRepresentatives (the“Respondent”),thentheaggrievedParty shall provide written notice of the Dispute to the other Party in accordance with Section 9(a) (each, a “Dispute Notice”) not less than thirty (30) days before the Claimant commences any judicial proceeding or takes any other legal action based upon such Dispute (each, a “RelatedAction”). Each Dispute Notice shall (i) describe in reasonable detail the factual basis and legal support forthe noticedDispute (the“Noticed Dispute”), (ii) append documentationsufficientto evidencethefactualbasisoftheNoticedDisputeandtheeconomicdamagescausedthereby,and

(iii) specifythetotaldollar amountand/or other non-monetary relief thattheClaimantwouldbe willing to accept from the Respondent to resolve the Noticed Dispute. Not later than five (5) Business Days after any Party’s delivery or receipt of a Dispute Notice in accordance with this Section 7(e), such Party shall designate a senior officer with authorityto agree upon a mutually acceptable resolution of the Noticed Dispute described therein (each, a “Designated Officer”), andshallprovidewrittennoticeofsuchdesignationtotheotherPartyinaccordancewithSection

9(a).Promptlythereafter, bothDesignated Officers shall use commercially reasonable efforts in good faith to initially and, as necessary, periodically confer (by online meeting or telephonic conference) and endeavor tonegotiate amutuallyagreeable resolution of such NoticedDispute. If a Noticed Dispute is not resolved to the Claimant’s reasonable satisfaction within thirty (30) days after the dateof the Designated Officers’ initial conference(the“Resolution Period”), then theClaimantmaycommenceaRelatedActionwithrespecttosuchNoticedDispute,butshalldo so only in accordance with the following paragraph.

SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 7(D) AND THIS SECTION7(E),EACHRELATEDACTIONSHALLBECOMMENCEDANDDETERMINED EXCLUSIVELY IN ANY STATE OR FEDERAL COURT LOCATED IN THE CITY AND COUNTY OF DALLAS IN THE STATE OF TEXAS. EACH PARTY (I) COVENANTS NOT TO COMMENCE ANY RELATED ACTION EXCEPT IN SUCH COURTS, (II) SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR PURPOSES OF EACH RELATED ACTION, AND (III) WAIVES, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, (A) ALLOBJECTIONS THAT SUCH COURTS ARE AN INCONVENIENT FORUM OR IMPROPER VENUE FOR ANY RELATEDACTION,AND(B)ALLRIGHTSTOATRIALBYJURYINCONNECTION

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WITHEACHRELATEDACTION.EACHPARTYACKNOWLEDGESANDAGREESTHAT ITS RESPECTIVE FAILURE TO COMPLY WITH THE DISPUTE RESOLUTION PROCEDURES SET FORTHINTHIS SECTION7(E) WITHRESPECT TO APARTICULAR DISPUTE SHALL CONSTITUTE AN AFFIRMATIVE DEFENSE TO, AND A BASIS FOR DISMISSAL WITHOUT PREJUDICE OF, ANY JUDICIAL PROCEEDING OR OTHER LEGALACTIONTHATISBASED,INWHOLEORINPART,UPONANYTRANSACTIONS OR OCCURRENCES THAT GAVE RISE TO SUCH DISPUTE.

SECTION8.POST-CLOSINGADMINISTRATIONANDSERVICING.

The Seller shall terminate its administration and servicing of the Loan on and as of the Closing Date, and shall transfer the administration and servicing of the Loan to the Purchaser or its designee on and as of the Closing Date. The Purchaser shall assume the administration and servicing of the Loan from the Seller on and as of the Closing Date, and shall perform the administrationandservicingoftheLoaninaccordancewithallApplicableLawsandthetermsof the Loan Documents at all times from and after the Closing Date.

Notlater thanfive(5)BusinessDaysafter theClosingDate, theSeller shallor shallcause the Seller’s Servicer to remit to the Purchaser all funds held by or on behalf of the Seller or the Seller’s Servicer in any escrow, reserve, or impound account in connection with the Loan (collectively, the “Escrow Funds”) as of the Closing Date. For a period of ninety (90) days following the Closing Date, the Seller shall, or shall cause the Seller’s Servicer to, deliver to the Purchaser or its designee, not later than five (5) Business Days after the Seller’s or the Seller’s Servicer’sactualreceiptandidentificationthereof,alldocuments,instruments,andLoanProceeds thatremaininor comeintotheSeller’sortheSeller’sServicer’sactualpossessionwithrespectto the Loan during such ninety (90) day period. After the expiration of such ninety(90) day period, the Seller shall, or shall cause the Seller’s Servicer to, returnto thesender thereof all documents, instruments, and Loan Proceeds that come into the Seller’s or the Seller’s Servicer’s actual possession with respect to the Loan. The Seller and the Seller’s Servicer shall not have any obligation to deliver any documents, information, or Loan Proceeds to the Purchaser after the Closing Date except as expressly set forth in this Section 8.

SECTION9.MISCELLANEOUSPROVISIONS.

(a)

Notices. Any approval, consent, demand, notice, request, or other communication desired, permitted, or required to be provided by or to any Party pursuant hereto (i) may be providedbythenoticingPartyoritscounsel,and(ii)shallbemadeinwriting,sentbyanationally-recognized overnight courier (with postage prepaid for signature-confirmed delivery the next Business Day) or by certified mail (with postage prepaid and return receipt requested), and addressed to the following recipient(s) specified by the receiving Party in this Section 9(a) or to any other recipient(s) designated by the receiving Party in accordance with this Section 9(a):

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IftotheSeller:NexBankCapital, Inc.

2515 McKinney Ave.,Suite1100

Dallas, TX 75201 Attention:MikeMendelow

Witha copyto:mike.mendelow@nexbank.com

jason@goldsmithpllc.com

IftothePurchaser:NexPointResidentialTrustOperatingPartnership,L.P.

300Crescent Court,Suite700

Dallas, Texas 75201 Attention:RobertHarris

Witha copyto:RHarris@Nexpoint.com

dsauter@nexpoint.comisaac.brown@wickphillips.com

Any notice provided in strict accordance with this Section 9(a) shall conclusively be deemed to have been received on the earlier of (i) the date the notice is actually received, as evidenced by the delivery confirmation (if sent byovernight courier) or thereturn receipt (if sent by certified mail), and(ii)thedatethat is two(2)Business Days after thedateofdispatch (if sent byovernightcourier)orfive(5)BusinessDaysafterthedateofdispatch(ifsentbycertifiedmail), irrespective of whether the carrier actually delivers the notice or the recipient actually accepts delivery thereof. Any notice not provided in strict accordance with this Section 9(a) shall conclusively be deemed to have not been received by the receiving Party unless and until such noticeisactuallyreceived,asevidencedbythedeliveryconfirmation(ifsentbyovernightcourier) or the return receipt (if sent by certified mail).

(b)

Payments, Shipments,andCosts.

(i)

Method of Payments. Except to the extent otherwise agreed upon by the Partiesinwriting,allpaymentsdesired,permitted,orrequiredtobemadebyanyPartytotheother PartypursuanttothisAgreementorinconnectionwiththetransactionscontemplatedherebyshall be made by wiretransfer of immediatelyavailable funds to thedepository account designated by the receiving Party in writing.

(ii)

Shipment of Documents. All Loan Documents shipped by or on behalf of either Party or its Representatives to the other Party or its Representatives shall be (A) packaged and shippedatthesendingParty’ssolecostandexpensebut atthePurchaser’sriskof lossduring transit, and (B) sent by a nationally-recognized overnight courier (with postage prepaid for signature-confirmed delivery the next Business Day) to the recipient designated by the receiving Party in writing.

(iii)

Costs,Expenses,andFees.Exceptasotherwiseprovidedherein,eachParty shall pay all commissions, costs, expenses, and fees (including attorneys’ fees and brokers’ fees) incurred by or on behalf of such Party in connection with its evaluation, performance, and enforcement of this Agreement and the transactions contemplated hereby. Notwithstanding any otherprovisionherein,the Purchasershallbe responsiblefor allUCCfiling fees,documentary

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taxes,stamptaxes,transfertaxes,andsimilarassessments,duties,levies,taxes,andotheramounts payabletoanyGovernmentalAuthoritywithrespecttotheassignmentoftheLoanorthefilingof any UCC financing statement amendment or otherdocument orinstrument contemplated hereby.

(c)

ConfidentialityandSafeguards.EachPartyshallemploycommerciallyreasonable procedures and take commercially reasonable efforts designed to preserve the confidentiality of this Agreement and the terms hereof, except to the extent such disclosure is made (i) to any Representative of such Party who reasonably needs to know the contents of this Agreement in connection with such Party’s evaluation, performance, or enforcement hereof or the transactions contemplatedhereby,(ii)bysuchPartybaseduponareasonablebeliefsuchdisclosureisrequired pursuant to any Applicable Law to which such Party or its property is subject, or (iii) by the Purchaser in connection with the evaluation or consummation of any proposed transaction whereby the Purchaser may sell or securitize the Loan.

(d)

Reconstitutions.ThePurchaseracknowledgesandagreesthat,notwithstandingany other provision herein (including, for the avoidance of doubt, Sections 3(d) and 9(h)), the Seller shallnothaveanyobligation(i)tocooperatewiththePurchaseroranyotherPersoninconnection with any subsequent assignment, participation, pledge, sale, or other transfer of the Loan or the relatedCollateralDocumentsunlesssuchobligationwouldotherwisebeexpresslyrequiredunder thisAgreement,or(ii)toprovidetothePurchaseroranyotherPersonanyagreement,certification, data, disclosure, document, indemnification, information, instrument, opinion, statement, report, representation, warranty, or other materials requested by the Purchaser or any other Person in connectionwithanysuchsubsequenttransferunlesssuchobligationwouldotherwisebeexpressly required under this Agreement as to Purchaser.

(e)

Force Majeure. Each Party acknowledges and agrees that the other Party (the “ExcusedParty”)shallnotbeinbreachhereoforliablehereundertotheextenttheExcusedParty’s performance of any covenant, obligation, or undertaking hereunder following the Closing Date (each,an“ExcusedObligation”)isdelayed,frustrated,orprevented,inwholeorinpart,asaresult of any event or occurrence beyond theExcused Party’s commerciallyreasonable control(each, a “ForceMajeureEvent”),including(i)thedisruption,interruption,limitation,orsuspensionof(A) banking activities or clearance services in the United States, (B) trading activities or transaction settlements on any securities exchange, or (C) ordinary services provided by common carriers, internet providers, public utilities, or recording offices in any jurisdiction where any Party or the Collateralislocated,or(ii)actsofGod,civildisturbancesorprotests,computervirusesorhacking, government regulations or moratoriums, health epidemics or pandemics, labor disputes or stoppages, natural disasters or catastrophes, network failures or outages, and acts of terrorism or war.

(f)

Integration and Severability. This Agreement (i) comprises the complete and final agreementbyandbetweenthePartiesrelatingtothepurchaseandsaleoftheLoanAssets,and(ii) supersedes any prior or contemporaneous oral or written agreements by or between the Parties relating thereto, allof whichshall bedeemed tohave merged herewith. Theexpress terms of this Agreement shall control notwithstanding any inconsistent course of dealing or course of performancebytheParties. EachPartyexpressly, irrevocably, andunconditionallywaives, tothe fullestextentpermissiblebyApplicableLaw,allobjectionsthatanyprovisionhereinisinvalidor unenforceableasamatteroflaworatequity.Ifanyprovisionhereinisdeclaredinvalidor

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unenforceable for any reason irrespective of the foregoing waiver, then such invalidity or unenforceabilityshallnotaffectthevalidityor enforceabilityof anyother partofthesame or any other provision.

(g)

Amendment and Waiver. No amendment or waiver of any provision in this Agreement, andnoconsenttoanydeparturetherefromordefaultthereunder, (i)shallbeeffective unless it is made in writing, expressly recites that it is intended to amend or waive a specified provision herein, and is signed by both Parties, or (ii) shall constitute or be construed as an amendmentorwaiverofanyotherprovisionhereinorasconsenttoanyotherdeparturetherefrom or default thereunder.

(h)

AssignmentandBeneficiaries.ThisAgreementshallbebindingupon,enforceable by, and inure to the benefit of, each Party and its respective successors and permitted assigns, notwithstanding the restrictive indorsement of any Loan Document or the subsequent sale, securitization,orrepurchaseofanyLoan;provided,however,neitherParty’srightsorobligations hereunder are assignable without the other Party’s prior written consent, and any purported assignment without such prior written consent shall be null and void. This Agreement is not intendedto,shallnotbeconstruedto, anddoesnotconfer uponanyPerson(otherthantheParties andtheirrespectivesuccessorsandpermittedassigns)anybenefits,rights,orremedieshereunder, including the right to rely upon the representations and warranties set forth herein.

(i)

Termination andSurvival. This Agreement may not be terminated except(i) upon themutualagreementofPartiesinasignedwriting,or(ii)bytheSellerassetforthinSection2(a). EachParty’srespectiveagreements,covenants,obligations,representations,andwarrantiesherein shall survive the sale and delivery of the Loan; provided, however, the Purchaser acknowledges and agrees that, notwithstanding the foregoing or any other provision herein, the Seller’s cure, repurchase, andindemnificationobligationsunderSection 7shall automaticallyterminateon and asof theExpirationDate,afterwhichtimenoclaimforcure,repurchase, orindemnificationshall beassertedbythePurchaser orenforceableagainsttheSeller,exceptwithrespecttoanyMaterial Breach forwhichtheSellerreceived atimelyprovidedBreach NoticeinaccordancewithSection 7(a) before the Expiration Date.

(j)

GoverningLaw.Excepttotheextentpreemptedbyfederallaw,thisAgreementand eachParty’srespectiverightsandobligationshereundershallbegovernedbythelawsoftheState of New York without regard to any legal doctrine, equitable principle, or Applicable Law (other than sections 5-1401 and5-1402 of theNewYorkGeneral Obligations Law, whichshall govern) that may recommend or require application of the laws of any other state.

(k)

Execution and Counterparts. The Parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Each Party, to the fullest extent permitted by Applicable Law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other federal, state, or local law based upon the Uniform Electronic Transactions Act or the Uniform Commercial Code (collectively, the “Electronic Signature Laws”), expressly, irrevocably, and unconditionally (i) consents to each Party’s execution and delivery of this Agreement by electronic means, (ii) intends for the Electronic Signature Laws to validate each Party’s execution and delivery of this Agreement by

electronicmeans,(iii)waivesallobjectionsthatthisAgreementisinvalidorunenforceablesolely

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onthebasisthatitwasexecutedordeliveredbyelectronicmeans,and(iv)agreesthatallelectronic signatures hereon or logicallyassociated herewithshall have thesame legaleffectand validityas a manually executed signature, and that all electronic, photographic, and other reproductions hereof shallbebinding, enforceable, andadmissible as evidencetothesame extentas anoriginal irrespective of whether an original exists or is in the possession of the introducing Party.

[SIGNATUREPAGEFOLLOWS]

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IN WITNESS WHEREOF, the Seller and the Purchaser each has caused this Loan Purchase and Sale Agreement to be duly executed and delivered on and as of the Effective Date first written above.

NEXBANKCAPITAL,INC.,astheSeller



By:	/s/RhettMiller
Name:	RhettMiller
Title:	EVP

NEXPOINTRESIDENTIALTRUSTOPERATING

PARTNERSHIP,L.P.,asthe Purchaser



By:	/s/MattMcGraner
Name:	Matt McGraner
Title:	ExecutiveVicePresidentandChief Investment Officer

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EXHIBIT1

[FORMOF]PURCHASECONFIRMATION

This PURCHASE CONFIRMATION (this “Confirmation”) is executed and delivered on June 5, 2026 (the “Closing Date”), by and between NEXBANK CAPITAL, INC., a Texas corporation(the“Seller”)andNexPointResidentialTrustOperatingPartnership,L.P.,aDelaware limitedpartnership(the“Purchaser”), pursuanttothatcertainLoanPurchaseandSaleAgreement (the “Agreement”), dated June 5, 2026, by and between the Seller and the Purchaser (each, a “Party” and collectively, the “Parties”). Each capitalized term used but not defined herein shall have the meaning ascribed thereto in the Agreement.

NOW THEREFORE, in considerationof themutual premises and agreements set forth in this Confirmation and the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

OnandasoftheClosingDate:(a)theSellerherebyassigns,conveys,andtransfers to the Purchaser, subject to the terms and provisions set forth in this Confirmation and the Agreement,allnowexistingandhereafteracquiredright,title,andinterest oftheSellerin,to,and under (i) the Loan identified in the Loan Schedule appended as Schedule Ahereto, including the related Loan File and all documents and instruments therein, (ii) all scheduled and unscheduled payments of principal received on or after June 5, 2026 (the “Cut-Off Date”) in connection with theLoan,(iii)allscheduledandunscheduledpaymentsofinterestreceivedonoraftertheClosing Date in connection with the Loan, (iv) all other Loan Proceeds received on or after the Closing Date in connection with the Loan, and (v) all rights of the Seller under the Collateral Documents related to the Loan (collectively, the “Loan Assets”); and (b) the Purchaser hereby accepts, assumes, and receives from the Seller, subject to the terms and provisions set forth in this ConfirmationandtheAgreement,(i)allnowexistingandhereafteracquiredright,title,andinterest oftheSellerin,to,andundertheLoanAssets,and(ii)allnowexistingandhereafterarisingduties, liabilities, obligations, and responsibilities arising under, incidental to, resulting from, or relating to the Loan Assets accruing from and after the Closing Date.

THE PURCHASER ACKNOWLEDGES AND AGREES THAT THE ASSIGNMENT AND CONVEYANCE OF THE LOAN ASSETS IS MADE ON AN “AS IS, WHERE IS, WITH ALL FAULTS” BASIS (A) WITHOUT REPRESENTATION OR WARRANTY BY THE SELLER, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 5 AND SECTION 6 OF THE AGREEMENT, AND THE SELLER HEREBY DISCLAIMS ALL OTHER EXPRESS, IMPLIED, AND STATUTORY REPRESENTATIONS ANDWARRANTIES,AND(B)WITHOUTRECOURSEOFANYKINDORTYPEAGAINST THE SELLER, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 OF THE AGREEMENT.

The Parties may execute this Confirmation in one or more counterparts, each of whichshallbedeemedanoriginalandallofwhichshallconstituteasingleinstrument.EachParty, to the fullest extent permitted by Applicable Law, including the federal Electronic Signatures in

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the Uniform Commercial Code (collectively, the “Electronic Signature Laws”), expressly, irrevocably, and unconditionally (a) consents to each Party’s execution and delivery of this Confirmation by electronicmeans, (b) intends for the Electronic Signature Laws to validate each Party’sexecutionanddeliveryof thisConfirmationbyelectronicmeans,(c)waivesallobjections that this Confirmation is invalid or unenforceable solely on the basis that it was executed or delivered by electronic means, and (d) agrees that all electronic signatures appearing on or associated with this Confirmation shall have the same legal effect and validity as a manually executed signature, and that all electronic, photographic, and other reproductions of this Confirmation shall be binding, enforceable, and admissible as evidence to the same extent as an original irrespective of whether an original exists or is inthe possession of the introducing Party.

INWITNESSWHEREOF,theSellerandthePurchasereachhascausedthisPurchase Confirmationtobedulyexecuted anddeliveredonandasoftheClosingDatefirstwrittenabove.

NEXBANKCAPITAL, INC.,

astheSeller

NEXPOINTRESIDENTIALTRUSTOPERATING PARTNERSHIP, L.P.,

asthePurchaser



By:	/s/MattMcGraner
Name:	Matt McGraner
Title:	ExecutiveVicePresidentandChief Investment Officer

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SCHEDULEATOPURCHASECONFIRMATIONLOAN SCHEDULE

[AttachedElectronically]

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SCHEDULEBTOPURCHASECONFIRMATIONDISCLOSURE SCHEDULE

[None]

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EXHIBIT2

[FORMOF]ASSIGNMENT,ASSUMPTION,ANDRECOGNITIONAGREEMENT

ThisASSIGNMENT,ASSUMPTION,ANDRECOGNITIONAGREEMENT(this

“Assignment”), dated June 5, 2026 (the “Assignment Date”), is entered into by and among NEXBANK CAPITAL, INC., a Texas corporation (together with its successors and assigns, collectively the “Assignor”), and NexPoint Residential Trust Operating Partnership, L.P., a Delaware limited partnership (together with its successors and assigns, collectively the “Assignee”), and NEXPOINT ADVISORS, L.P., a Delaware limited partnership (“NPA”), and NEXPOINTWATERFORDHOLDCO,LLC,aDelawarelimitedliabilitycompany(“NWH”,and together with NPA, each, a “Borrower”, and collectively, the “Borrowers”).

WHEREAS, the Assignor and the Assignee entered into that certain Loan Purchase and Sale Agreement, dated as of June 5, 2026 (as amended, modified, or supplemented, the “Agreement”), pursuant to which the Assignor, as Seller, sold to the Assignee, as Purchaser, on andasoftheClosingDate,theLoanidentifiedonSchedule Iheretoonawhole-loanbasissubject tothetermsandprovisionssetforthintheAgreement.Eachcapitalizedtermusedbutnotdefined in this Assignment shall have the meaning ascribed thereto in the Agreement.

WHEREAS, the Assignee has agreed to purchase from the Assignor, on and as of the Assignment Date, the Loan and the related Loan Documents and Loan Assets on a whole-loan basis subject to the terms and provisions set forth in this Assignment; and

WHEREAS, the Borrower has agreed to acknowledge and recognize the Assignee as the successor lender and administrative agent under the Loan Documents and to perform its obligations under the Loan Documents in favor of the Assignee from and after the Assignment Date.

NOW,THEREFORE,inconsiderationofthepremisesandmutualagreementssetforthin this Assignment and the Agreement, and for other good and valuable consideration, the receipt andsufficiencyofwhichareherebyacknowledged,theAssignor,theAssignee, andtheBorrower (each, a “Party” and collectively, the “Parties”) agree as follows:

AssignmentandAssumption.

OnandasoftheAssignmentDate,theAssignorherebyassigns,conveys, grants,releases, sells, andtransfersuntotheAssignee—withoutrecourse, representation,orwarrantyof anykind by the Assignor, except to the extent expressly set forthin this Assignment — all right, title, and interest of the Assignor in, to, and under the Loan, the Loan Documents, and the related Loan Assets (collectively, the “Assigned Assets”). The Assignee hereby accepts the foregoing assignment of the Assigned Assets and hereby assumes all duties, liabilities, obligations, and responsibilities of the lender under the Loan Documents accruing from and after the Assignment Date. The Borrower hereby (a) acknowledges and consents to the foregoing assignment and assumption,(b)consentstoandrecognizestheAssigneeasthesuccessorlenderandadministrative agent under the Loan Documents and as the holder of all right, title, and interest of the lender thereunderfromandaftertheAssignmentDate,and(c)agreestoperformallofitsduties,

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liabilities,obligations,andundertakingsundertheLoanDocumentsinfavoroftheAssignee,as the successor lender and administrative agent, from and after the Assignment Date.

Each Party acknowledges and agrees that, notwithstanding the foregoing assignment and assumption or any other provision in the Agreement or this Assignment, the Assignor shall and hereby doesretainanindependent right—whichrightisinadditionto,andnottotheexclusionof, therightoftheAssignee—toassertagainsttheBorrowerallclaims,rights,andremediesavailable tothelenderundertheLoanDocumentsoratlaworinequityanddirectlyorindirectlyarisingout of,relatingto,orresultingfrom,inwholeorinpart,anyfactsorcircumstancesthatoccurredbefore orarecontinuingontheAssignmentDate;providedthatallsuchClaims,rights,andremediesshall be determined without givingeffect toany amendments ormodifications tothe Loan Documents that may be made on or after the Assignment Date.

Representations,WarrantiesandCovenantsof theBorrower.

(a)

The Borrower hereby represents and warrants to the Assignee and the Assignor that,onandasoftheAssignmentDate,(i)thedocument(s)appendedasExhibitAheretoconstitute a true, correct, and complete copy of the Loan Documents, including all amendments and modificationsthereto,(ii) theLoanDocumentsdonotcontainanytermorprovisionthathasbeen altered,amended,extended,impaired,modified,orwaived,inwholeorinpart,excepttotheextent reflected in the document(s) appended as Exhibit Ahereto, and (iii) the Loan Documents are in full force and effect, andthe Borrower has not given or received any notice of termination of the Loan Documents and has not asserted any claims, counterclaims, defenses, or offsets against the Assignor with respect to the Loan, the Loan Documents, or any obligation thereunder.

(b)

TheBorrowerherebyrepresentsandwarrantstotheAssigneeandtheAssignorthat, on andasoftheAssignment Date,(i)noDefault or Eventof Default(each asdefinedintheLoan Documents) has occurred and is continuing under the Loan Documents, (ii) the Borrower has performedallduties,liabilities,obligations,andundertakingsrequiredtohavebeenperformedby it pursuant to the Loan Documents on or before theAssignment Date, and (iii) the Borrower has no claims, counterclaims, defenses, rights of offset, or rights of recoupment against theAssignor or with respect to the Loan or the Loan Documents.

(c)

The Borrower hereby covenants and agrees to theAssignee and theAssignor that, fromandaftertheAssignmentDate,(i)theBorrowershallrecognizetheAssigneeastheholderof the Loan and the successor lender under the Loan Documents, notwithstanding anything to the contrary in Section 11.07(b)(v) of the Loan Agreement, which prohibits assignments to the Borrower’sAffiliates(including,butnotlimitedtoAssignee), andshalltreattheLoanDocuments asbindingupontheBorrowerinfavoroftheAssigneefromandaftertheAssignmentDate,(ii)the Borrower shall remit all payments of principal, interest, fees, and other amounts due under the Loan Documents directly to the Assignee (or to such account or designee as the Assignee may direct in writing), rather than to the Assignor, and (iii) the Borrower shall deliver directly to the Assignee (rather than to the Assignor), in accordance with the notice provisions of the Loan Documents or Section 6(a) of this Assignment, all certifications, communications, financial statements, notices, reports, and other materials required to be provided by the Borrower to the lender pursuant to the Loan Documents.

(d)

TheBorrowerherebyacknowledgesandagreesthat,fromandaftertheAssignment Date,(i)theAssignorshallhavenofurtherobligationstotheBorrowerundertheLoanDocuments,

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exceptforthose(ifany)thatexpresslysurvivetheAssignor’sassignmentof theLoanDocuments totheAssignee, and(ii)theBorrowershalllooksolelytotheAssigneefortheperformanceofthe lender’sduties, liabilities,andobligationsundertheLoan Documents accruingfromandafter the Assignment Date.

(e)

TheBorrowerherebyacknowledgesandagreesthattheAssigneeandtheAssignor each shall have the independent right to assert all Claims, rights, and remedies available to the lenderundertheLoanDocumentsoratlaworinequityfor(i)anyfailureorassertedfailureofany representation or warranty made by the Borrower in this Assignment to be accurate, complete, correct, or true on and as of theAssignment Date, in each case without regard to any knowledge ormaterialityqualificationthereof,or(ii)anyfailureorassertedfailureonthepartoftheBorrower toperformanyofitsagreements,covenants,obligations,orundertakingsrequiredtobeperformed by it pursuant to thisAssignment, in each case without regard to any materiality qualification or defense to performance thereof.

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Representations,WarrantiesandCovenantsof theAssignee.

(a)

TheAssigneeherebyrepresentsandwarrantstotheAssignor that,onandasofthe Assignment Date:

(i)

the Assignee understands that the Loan has not been registered under the SecuritiesActof1933(the“SecuritiesAct”),theExchangeActof1934(the“ExchangeAct”),or the securities laws of any state (collectively, “Blue Sky Laws”, and together with the Securities Act and the Exchange Act collectively, the “Securities Laws”);

(ii)

the Assignee is acquiring the Loan for investment for its own account and not for any other Person, and neither the Assignee nor any Person authorized to act therefor has offered, transferred, pledged, sold or otherwise disposed of the Loan, any interest in the Loan or any other similar security to, or solicited any offer to buy or accepted a transfer, pledge or other disposition of the Loan, any interest in the Loan or any other similar security from, or otherwise approached or negotiated with respect to the Loan, any interest in the Loan or any other similar security with, any Person in any manner which would constitute a distribution of the Loan under any SecuritiesLaws or whichwouldrender thedisposition of theLoanaviolationof section5of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any Person to act, in such manner with respect to the Loan;

(iii)

either (A) theAssigneeis notanemployee benefitplan (“Plan”) withinthe meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or a“plan”withinthemeaning of section 4975(e)(1) of theInternal Revenue Codeof 1986(“Code”), andtheAssigneeisnotdirectlyorindirectlypurchasingtheLoanonbehalfof, as investment manager of, as named fiduciary of, as trustee of, or with assets of, a Plan, or (B) the Assignee’s purchase of the Loan will not result in a prohibited transaction under section 406 of ERISA or section 4975 of the Code;

(iv)

the Assignee (A) considers itself a sophisticated institutional investor having sufficient knowledge and experience in financial and business matters that renders it capable of evaluatingthemeritsandrisksof purchasingtheLoan, (B) has beenfurnished withall documents (including all Loan Documents), information, and other materials with respect to the Loan that the Assignee has requested from or is required to be provided by the Assignor prior to the Assignment Date, and the Assignor shall not have any obligation to deliver any additional documents(includinganyLoanDocuments),information, orothermaterialstotheAssigneewith respect to the Loan after the Assignment Date except as required under the Agreement, (C) has undertaken all independent examinations, inquiries, inspections, and investigations as it deems appropriate or necessary to evaluate the merits andrisks of purchasing the Loan, and its decision to engage in the transactions contemplated by this Assignment is based solely upon those examinations, inquiries, inspections, and investigations and the Assignee’s own business judgment, and(D) isnotactinginrelianceonanyrepresentations, warranties, orother statements made by the Assignor, its Affiliates, or its or their respective Representatives, except for the representations and warranties expressly made by the Assignor and the Borrower in this Assignment and under the Agreement; and

(v)

the Assigneehas each license, permit,qualification, andregistrationthatis necessary for theAssignee toownand administer commercial loansof thesametype astheLoan in each jurisdiction where the Assignee is required to be so licensed, and the Assignee is duly

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authorized and in good standing to do business in each such jurisdiction.

(b)

Without limiting any obligations of Assignor under the Agreement, the Assignee acknowledges and agrees that, with respect to any subsequent transaction or series of related transactionswherebytheAssigneeor anyinitialtransferee, oranimmediateormediatetransferee from such initial transferee, assigns, conveys, encumbers, finances, hypothecates, participates, pledges, securitizes (whether in connection with an issuance of publicly offered or privately placed,ratedorunratedsecurities),sells,orotherwisetransfersanyright,title,orinterestin,to,or under such Loan (each, a “Reconstitution”), (i) the Assignor shall not have any obligation (A) to cooperate with the Assignee or any other Person in connection with such Reconstitution, (B) to furnish any agreements, certifications, data, disclosures, documents, files, information, instruments, letters, opinions, reports, schedules, or other materials to the Assignee or any other Person in connection with such Reconstitution, including any of the foregoing which may be necessary to facilitate compliance with the Securities Laws, or (C) to provide any approvals, assurances,consents,covenants,indemnifications,representations,warranties,orotherstatements to theAssignee or anyotherPersoninconnectionwith such Reconstitution,and(ii) theAssignee shall not identify, and shall not suffer or permit any other Person to identify, the Assignor or its Affiliates in any disclosures, documents or other materials directly or indirectly relating to such Reconstitution.

(c)

TheAssigneeherebycovenantsandagreesthat,notlaterthanthirty(30)daysafter theAssignmentDate, andattheAssignee’ssolecostandexpense, theAssigneeshallprepareand deliver to the Borrower (and to any other obligor under the Loan Documents) any written notice required pursuant totheLoan Documentsor Applicable Law tobeprovidedbythenewlender or holder of the Loan in connection with the assignment and transfer contemplated by this Assignment.

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Representations,Warranties, andCovenantsoftheAssignor.

TheAssignorherebyrepresentsandwarrantstotheAssigneethat,onandasofthe Assignment Date:

(a)

theAssignoristhelawfulowneroftheLoanandtheLoanDocuments,andhasfull right and authority to assign and transfer the Loan and the Loan Documents to the Assignee free andclearofallencumbrances,liens,pledges,andsecurityinterests,exceptforanyencumbrances, liens,pledges,andsecurityinterestsgrantedtotheAssignor’scapitalprovider(ifany),whichwill be fully and finally released upon the Assignor’s receipt of the purchase price for the Loan;

(b)

the assignment and transfer of the Loan and the Loan Documents to the Assignee pursuant tothis Assignment is not subjectto anyantitrust, bulk-transfer, or similarlaws to which the Assignor or its property is subject, and the Assignor will characterize and report such transaction in its books and records as a sale of assets rather than as a pledge of assets;

(c)

the Assignor is not a debtor or a debtor-in-possession in any bankruptcy, insolvency, receivership, or similar legal proceeding, is not insolvent or unable to pay its indebtednessasitbecomesdue,andhasdeterminedthatthepurchasepricefortheLoanconstitutes fair consideration and reasonably equivalent value for the Loan and the Loan Documents; and

(d)

theLoanDocumentsareinfullforceandeffectandhavenotbeenterminated, and the Assignor has not received written notice of any claims, counterclaims, defenses, or offsets available to the Borrower with respect to the Loan or the Loan Documents.

Representations,Warranties,andCovenantsofeachParty.

EachPartyherebyrepresentsandwarrantstotheotherPartiesthat,onandasofthe Assignment Date:

(a)

this Assignment has been duly authorized, executed, and delivered by such Party and(assumingdueauthorization,execution, anddeliveryhereof byallotherParties) constitutesa legal, valid, andbindingobligationofsuch Partythat is enforceable against itinaccordance with thetermshereof,exceptassuchenforcementmaybelimitedbyapplicablebankruptcy,insolvency, moratorium, receivership, reorganization, or similar laws affecting the enforcement of creditors’ rights generally;

(b)

such Party (i) is duly organized, in good standing, and validly existing in accordance with the laws of its state of formation, (ii) has obtained each approval, authorization, and consent that is necessary for such Party to execute, deliver, and perform this Assignment in accordance with its terms, and (iii) does not believe, nor has any cause or reason to believe, that such Party would be unable to perform all agreements, covenants, obligations, and undertakings required to be performed by it pursuant to this Assignment in accordance with Applicable Law; and

(c)

such Party (i) did, or had the opportunity to, consult with such Party’s own attorneys,accountants,andotheradvisorsinconnectionwithitsevaluationandnegotiationofthis Assignment, and (ii) has not dealt with any agent, broker, or other Person that may be entitled to

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receiveacommissionorcompensationfromanyotherPartyinconnectionwithanytransaction contemplated hereby.

MiscellaneousProvisions.

(a)

Notices. Any approval, consent, demand, notice, request, or other communication desired, permitted, or required to be provided by or to any Party pursuant to this Assignment or the Agreement (i) may be provided bythe noticing Party or its counsel, and (ii) shall be made in writing, sent by certified mail (with postage prepaid and return receipt requested) or by a nationally-recognized overnight courier (with postage prepaid for signature-confirmed delivery the next Business Day), and addressed to the following recipient(s) designated by the receiving Party in this Section 6(a), or to any other recipient(s) subsequently designated by the receiving Party in accordance with this Section 6(a):

IftotheAssignor:

NexBankCapital, Inc.

2515 McKinney Ave.,Suite1100

Dallas, TX 75201 Attention:MikeMendelow

Email:mike.mendelow@nexbank.com

Witha copyto:

jason@goldsmithpllc.comIf to the Assignee:

NexPointResidentialTrustOperatingPartnership,L.P. 300 Crescent Court, Suite 700

Dallas, Texas 75201 Attention:RobertHarris

Email:RHarris@Nexpoint.com

Witha copyto:

Isaac.brown@wickphillips.comIf to a Borrower:

Totheapplicablenoticeaddressset forth intheUnderlying Loan Agreement.

Any notice provided in strict accordance with this Section 6(a) shall conclusively be deemedtohavebeenreceivedupontheearlierof:(i)actualreceipt;or(ii)three(3)BusinessDays after the dateof dispatch (if sentby certifiedmail) or one(1) Business Day after dispatch (if sent byovernightcourier),ineachcaseirrespectiveofwhetherthecarrierisabletodeliversuchnotice or whether such Party elects to accept delivery thereof.

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(b)

Costs and Expenses. Except as otherwise provided in Section 9(b)(iii) of the Agreement, each Partyshall pay allcosts, expenses, and fees (including attorneys’ fees) incurred by or on behalf of such Party in connection with the performance and enforcement of this Assignment and the Agreement and its evaluation and consummation of each transaction contemplated hereby or thereby.

(c)

RatificationandReaffirmation;Survival.EachPartyacknowledgesandagreesthat, except to the extent of any amendments or modifications expressly set forth in this Assignment, the Agreement is ratified and reaffirmed in all respects, and all terms and provisions of the Agreementshallbeandremaininfullforceandeffect.EachPartyfurtheracknowledgesandagrees that the representations and warranties made by such Party in this Assignment are a material inducement for the Assignor and the Assignee to engage in the transactions contemplated by Section 1 of this Assignment and shall survive the assignment and transfer of the Loan and the Loan Documents.

(d)

Amendment and Waiver. No amendment or waiver of any provision in this Assignment,andnoconsenttoanydeparturetherefromordefaultthereunder,(i)shallbeeffective unless it is made in writing, expressly recites that it is intended to amend or waive a specified provision herein, and is signed by all Parties, or (ii) shall constitute or be construed as an amendmentorwaiverofanyotherprovisionhereinorasconsenttoanyotherdeparturetherefrom or default thereunder.

(e)

Successors and Assigns; No Third-Party Beneficiaries. This Assignment shall be binding upon, enforceable by, andinuretothebenefitof, eachPartyand itsrespectivesuccessors and permitted assigns notwithstanding the Reconstitution or repurchase of the Loan, the enforcement against or sale of any Collateral, or the assignment or termination of the Loan Documents or the Agreement. This Assignment does not, is not intended to, and shall not be construed to, confer upon any Person (other than each Party and its respective successors and assigns) any benefits, rights, or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

(f)

Governing Law. Except to the extent preempted by federal law, this Assignment and each Party’s respective rights and obligations hereunder, and all claims directly or indirectly arisingoutof,relatingto,orresultingfrom,inwholeorinpart,thisAssignmentoranytransaction contemplated hereby, shall be governed by the internal Laws of the State of New York without regard to its conflict-of-law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall govern) that may recommend or require application of the Laws of any other state. Any action directly or indirectly arising out of, relating to, or resulting from, in whole or in part, this Assignment, the Assigned Assets, or any transaction contemplated hereby or thereby, shall be subject to Section 7(e) of the Agreement.

(g)

Execution. The Parties may execute this Assignment in one or more counterparts, each of which shall be deemed an original and all of which shall constitute a single instrument. Each Party, to the fullest extent permitted by Applicable Law, including the federal Electronic Signatures in Global and National CommerceAct, theNewYork StateElectronicSignaturesand Records Act, and any other federal, state, or local law based upon the Uniform Electronic TransactionsActortheUniformCommercialCode(collectively,the“ElectronicSignature

Laws”),expressly,irrevocably,andunconditionally(i)consentstoeachParty’sexecutionand

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delivery of thisAssignmentbyelectronicmeans, (ii) intendsfor theElectronicSignatureLawsto validate each Party’s executionand deliveryof this Assignment by electronic means, (iii) waives all objections that this Assignment is invalid or unenforceable solely on the basis that it was executed or deliveredby electronicmeans, and(iv) agrees thatallelectronicsignatures hereonor logically associatedherewith shallhavethesamelegal effectandvalidityas amanuallyexecuted signature, and that all electronic, photographic, and other reproductions hereof shall be binding, enforceable, and admissible as evidence to the same extent as an original irrespective of whether an original exists or is in the possession of the introducing Party.

[SignaturePageFollows]

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INWITNESSWHEREOF,theAssignor,theAssignee,andtheBorrowereachhascaused this Assignment, Assumption, and Recognition Agreement to be duly executed and delivered as of the Assignment Date first written above.

NEXBBANKCAPITAL, INC..,astheAssignor

By: Name: Title:

NEXPOINT RESIDENTIAL TRUST OPERATINGPARTNERSHIP,L.P.,asthe

Assignee

By: Name: Title:

NEXPOINTADVISORS,L.P.,asaBorrower

By: Name: Title:

[SignaturePagetoAssignment,AssumptionandRecognitionAgreement(NCI-NXRT2605-S)]

LoanPurchaseandSaleAgreement(NCI-NXRT2605-S)

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SCHEDULEITOASSIGNMENT,ASSUMPTION,ANDRECOGNITIONAGREEMENTLOAN SCHEDULE

[ATTACHED]

LoanPurchaseandSaleAgreement(NCI-NXRT2605-S)

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EXHIBITATOASSIGNMENT,ASSUMPTION,ANDRECOGNITIONAGREEMENTAGREEMENT AND ANY RELATED AMENDMENTS

[ATTACHED]

EXECUTIONVERSION

CREDITAGREEMENT

DatedasofJanuary14,2026 between

NEXPOINTADVISORS,L.P.,and

NEXPOINTWATERFORDHOLDCO,LLC,

as Borrowers,

THELENDERSPARTYHERETO,

and

NEXBANK CAPITAL,INC.,

asAdministrativeAgent,SoleLeadArranger and Sole Bookrunner

TABLEOFCONTENTS

Page

ArticleI.DefinitionsandAccountingTerms1

1.01

DefinedTerms1

1.02

OtherInterpretiveProvisions16

1.03

AccountingTerms17

1.04

Rounding18

1.05

TimesofDay18

ArticleII.TheCommitmentandtheLoan18

2.01

Loan18

2.02

Borrowing18

2.03

Fundingof Borrowings18

2.04

TerminationofCommitments19

2.05

VoluntaryandMandatoryPrepayments19

2.06

RepaymentoftheLoan andInterest19

2.07

InterestandPayments19

2.08

ComputationofInterestandFees20

2.09

EvidenceofDebt20

2.10

PaymentsGenerally20

2.11

Reserved21

2.12

Reserved21

2.13

Reserved21

2.14

PromissoryNotes21

2.15

Reserved21

2.16

DefaultingLenders21

2.17

ExtensionofStatedMaturityDate22

ArticleIII.Taxes23

3.01

Taxes23

3.02

IncreasedCosts26

3.03

MitigationofObligations;ReplacementofLenders27

3.04

RequestsforCompensation28

3.05

Survival28

ArticleIV.ConditionsPrecedenttotheLoan29

4.01

ConditionstotheLoan29

ArticleV.RepresentationsandWarrantiesoftheBorrower30

5.01

Existence,QualificationandPower30

5.02

Authorization;NoContravention31

5.03

GovernmentalAuthorization;OtherConsents31

5.04

BindingEffect31

5.05

FinancialStatements;NoMaterialAdverseEffect31

5.06

EnvironmentalMatters31

5.07

Litigation31

5.08

Insurance31

5.09

Taxes32

5.10

ERISA32

5.11

Reserved32

5.12

Purposeof Facility32

5.13

Liens32

5.14

Debt32

5.15

OwnershipofAssets;IntellectualProperty32

5.16

PlaceofBusiness33

5.17

TradeNames33

5.18

MaterialContractsandFundedDebt33

5.19

OFAC33

5.20

TransactionswithAffiliates33

5.21

Anti-CorruptionLaws33

5.22

BeneficialOwnershipCertification33

5.23

Solvency33

ArticleVI.AffirmativeCovenants34

6.01

FinancialStatements34

6.02

Certificates;OtherInformation34

6.03

Notices35

6.04

Taxes36

6.05

MaintenanceofExistence,Assets,andBusiness36

6.06

Insurance36

6.07

CompliancewithLaws36

6.08

BooksandRecords36

6.09

InspectionRights36

6.10

UseofProceeds37

6.11

EnvironmentalLaws37

6.12

DSTSalesProceedsAccount;BankingRelationship37

6.13

CovenanttoGiveSecurity37

6.14

ERISA38

6.15

Anti-CorruptionLaws38

6.16

Reserved38

6.17

MaintenanceofCollateral38

6.18

DebttoEquityRatio38

6.19

InterestCoverageRatio38

6.20

TotalDeleveragingRatio38

ArticleVII.NEGATIVECOVENANTS38

7.01

Liens39

7.02

LoansandInvestments39

7.03

Indebtedness39

7.04

Acquisitions,Mergers,andDissolutions39

7.05

Dispositions40

7.06

RestrictedPayments40

7.07

ChangeinNatureofBusiness41

7.08

TransactionswithAffiliates41

7.09

Compliance41

7.10

Assignment41

7.11

FiscalYearandAccountingMethods41

7.12

PrepaymentsofDebt41

7.13

Anti-CorruptionLawsandGovernmentRegulations41

7.14

BurdensomeAgreements42

ArticleVIII.EventsofDefaultandRemedies42

8.01

Events ofDefault42

8.02

RemediesUponEventofDefault43

8.03

ApplicationofPayments44

ArticleIX.RESERVED44

ArticleX.Agency44

10.01

AppointmentandAuthority44

10.02

RightsasaLender45

10.03

ExculpatoryProvisions45

10.04

ReliancebyAdministrativeAgent46

10.05

DelegationofDuties46

10.06

ResignationofAdministrativeAgent46

10.07

Non-RelianceonAgentsandOtherLenders47

10.08

AdministrativeAgentMayFileProofsofClaim48

10.09

CollateralMatters48

ArticleXI.Miscellaneous49

11.01

Amendments;Etc49

11.02

NoticesandOtherCommunications;FacsimileCopies50

11.03

NoWaiver;CumulativeRemedies51

11.04

AttorneyCosts,ExpensesandTaxes51

11.05

Indemnification51

11.06

PaymentsSetAside52

11.07

SuccessorsandAssigns53

11.08

Confidentiality56

11.09

Set-off57

11.10

InterestRateLimitation57

11.11

Counterparts58

11.12

Integration58

11.13

SurvivalofRepresentationsandWarranties58

11.14

Severability58

11.15

GoverningLaw58

11.16

WAIVEROFRIGHTTOTRIALBYJURY59

11.17

NoAdvisoryorFiduciaryResponsibility59

11.18

PatriotAct60

11.19

ENTIREAGREEMENT60

11.20

AcknowledgementandConsenttoBail-InofEEAFinancialInstitutions60

11.21

AcknowledgementRegardingAnySupportedQFCs61

11.22

ErroneousPayments62



EXHIBITS
EXHIBIT A	FormofNote
EXHIBIT B	FormofComplianceCertificate
EXHIBIT C	Reserved
EXHIBIT D	FormofNoticeofBorrowing
EXHIBIT E	FormsofTaxComplianceCertificates
EXHIBIT F	FormofLenderJoinderAgreement
EXHIBIT G	AssignmentandAssumption
EXHIBIT H	Reserved
EXHIBIT I	FormofSecurityAgreement
SCHEDULES
[Omitted.]

CREDITAGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of January 14, 2026 (the “EffectiveDate”)byandamongNEXPOINTADVISORS,L.P.,aDelawarelimitedpartnership(“NPA”) and NEXPOINT WATERFORD HOLDCO, LLC, aDelaware limited liability company (“NWH”, and together withNPA, each, a“Borrower”,andcollectively,the“Borrowers”), theLenders partyhereto,and NEXBANK CAPITAL, INC. (“NCI”), as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS,Borrowers,theAdministrativeAgent, and the Lenders desiretomakeatermloanto Borrowers as described in this Agreement; and

WHEREAS,theLendersarewillingtomakeasingleadvancetermloanuponthetermsandsubject to the conditions set forth in this Agreement.

NOWTHEREFORE,inconsiderationofthemutualcovenantsandagreementshereincontained, the parties hereto covenant and agree as follows:

ARTICLEI.

DEFINITIONSANDACCOUNTING TERMS.

1.01

Defined Terms.As usedinthisAgreement,thefollowingtermsshallhavethemeanings set forth below:

“AccountBank”means anyPersonatwhichaDepositAccount ofaLoanPartyismaintainedthat enters into a Deposit Account Control Agreement in favor of the Administrative Agent.

“Accountants”hasthemeaningspecifiedinSection6.01(a).

“Acquisition” means the acquisition by Borrowers or any Subsidiary of or from any Person (whether pursuant to an acquisition of Equity Interests of such Person or of all or substantially all of the assets of such Person or of a distinct business unit of such Person or otherwise) of a business.

“Act”hasthemeaningspecifiedinSection11.18.

“Administrative Agent” has the meaning specified in the introductory paragraph hereto. “Administrative Agent Office” means the office or offices of Administrative Agent described as

such onSchedule11.02,orsuchotherofficeorofficesas AdministrativeAgentmay fromtimetotime notify the Borrowers.

“Affiliate” means as to any Person, any other Person that directly or indirectly controls, or is controlled by, oris under commoncontrol with, that Person.For purposes ofthis definition(a)“control,” “controlled by,” and “under common control with” mean possession, directly or indirectly, of power to direct(orcausethedirectionof)managementorpoliciesofaPerson,whetherthroughownershipofVoting Interests or other ownership interests, by contract, or otherwise, and (b)the term “Affiliate” includes each of the following as “Affiliates” of the others: (i) each Guarantor, (ii) each Borrower, (iii) any partner, shareholder or member of any Borrower, and (iv) any officer, director or manager of any Borrower.

“Agreement” has the meaning specified in the introductory paragraph hereto. “ApplicableAnti-CorruptionLaws”hasthemeaningspecifiedinSection5.21.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitment represented by such Lender’s Commitment. Ifthe aggregate Commitment has terminated or expired, the Applicable Percentages shall be determined based upon the Commitment most recently in effect, giving effect to any assignments.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required bySection 11.07), and accepted by Administrative Agent, substantially in the form of Exhibit G or any other form approved by the Administrative Agent.

“Bail-InAction”meanstheexerciseofanyWrite-DownandConversionPowersbytheapplicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation”means, with respect to any EEAMember Country implementing Article55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule.

“Beneficial Ownership Certification” means a certification in form and substance reasonably satisfactory to the Administrative Agent regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230. “BHC Act Affiliate” is defined in Section 11.21(b).

“Borrower”and“Borrowers”havethemeaningsspecifiedintheintroductoryparagraphhereto.

“Borrowers’ Equity” means, as of any date of determination, the positive amount shown on the “Partners’ capital/(deficit)” lineofthe unauditedbalance sheet ofanyBorrower most recently providedin accordance with the terms of this Agreement.

“Business Day” means any dayother than aSaturday,Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of Texas.

“CapitalExpenditure”means,withrespecttoanyPerson,anyexpenditurebysuchPersonfor

(a)an asset which will be used in ayear or years subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such Person as equipment, real property,afixedassetorasimilartypeofcapitalizedassetinaccordancewithGAAPor(b)anassetrelating tooracquiredinconnectionwithanacquiredbusiness,andanyandallacquisitioncostsrelatedtoclause(a) or (b) above.

“Capital Lease Obligations” means, with respect to any Person, theobligations ofsuch Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, ora combinationthereof, whichobligations are required tobe classified andaccounted for ascapital leasesor financeleases (but, foravoidanceof doubt, notoperatingleases) onabalance sheet

ofsuch PersonunderGAAP, andtheamount ofsuch obligationsshallbethecapitalized amountthereof determined in accordance with GAAP.

“Cash Equivalents” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteed by theUnited States orany agency thereof maturing within 120days from the dateofacquisitionthereof,(b) commercial papermaturingnomorethan120daysfromthedateofcreation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than 120 days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits ofnotlessthan$500,000,000andhavingarating of“A”orbetterbyanationallyrecognized rating agency; provided that, the aggregate amount invested in such certificates of deposit shall not at any time exceed$5,000,000foranyonesuchcertificateofdepositand$10,000,000foranyonesuchbank,or

(d)time deposits maturing no more than 30 days from the date of creation thereof with commercial banks orsavingsbanksorsavingsandloanassociationseachhavingmembershipeitherintheFDIC orthedeposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder.

“CFC”hasthemeaningspecifiedinthedefinitionofForeignSubsidiary.

“ChangeinLaw”meanstheoccurrence,afterthedateofthisAgreement,ofanyofthefollowing:

(a) the adoption or taking effect of any Law, rule, regulation or treaty; (b) any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority;or(c)themakingorissuanceofanyrequest,rule,guidelineordirective(whether or not having the force of Law) by any Governmental Authority; provided that, notwithstanding anything inthisAgreementtothecontrary,(i)theDodd-FrankWallStreetReformandConsumerProtectionActand allrequests,rules,guidelinesordirectivesthereunderorissuedinconnectiontherewithand(ii)allrequests, rules,guidelinesordirectivespromulgatedbytheBankforInternationalSettlements,theBaselCommittee onBankingSupervision(oranysuccessororsimilarauthority)ortheU.S.orforeignregulatory authorities, in each casepursuant toBasel III,shallin each casebedeemed to bea“Changein Law”, regardless ofthe date enacted, adopted or issued.

“ChangeofControl”means (a) (i)TheDugaboyInvestment Trust ceases to bethesolebeneficial owner oftheequity interests in NPAor(ii)TheDugaboy Investment Trust ceasesto bethesolebeneficial owner of the equity interests in NWH, (b) during any period of 12 consecutive months, (i) NexPoint Advisors GP, LLC, a Delaware limited partnership, ceases to be the general partner of NPA or (ii) The Dugaboy Investment Trust ceases to be the sole member of NWH, or (c) any change in the ownership or Control of the outstanding Equity Interests of any Loan Party occurs such that there is a change of more than 51% in the direct ownership of any Loan Party.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.

“Closing Date Acquisition” means the transactions being consummated pursuant to the Closing Date Acquisition Agreement.

“Closing Date Acquisition Agreement” means, collectively, (i) that certain Purchase Agreement dated as of November 4, 2025, byand among WATERFORD PLACEOWNER LLC, a Delaware limited liability company, WATERFORD PLACE TIC II OWNER LLC, a Delaware limited liability company, WATERFORD PLACE TIC III OWNER LLC, a Delaware limitedliability company andWATERFORD PLACE TIC IV OWNER LLC, a Delaware limited liability company, each having an mailing address at

32CrossStreet,Suite204,Lakewood,NewJersey08701(collectivelyasseller),andNexPoint

Acquisitions, LLC,aDelawarelimitedliabilitycompany, withanaddress300CrescentCourt,Suite700, Dallas, Texas 75201 (as purchaser) (together with all annexes, schedules and exhibits thereto).

“Closing Date Acquisition Documents” means the Closing Date Acquisition Agreement and all otheragreementsenteredintobetweenthepartiestotheClosingDateAcquisitionAgreementinconnection with the Closing Date Acquisition and all schedules, exhibits and annexes to each of the foregoing.

“Code” means the Internal Revenue Code of 1986, as amended. “Collateral”hasthemeaningspecified intheSecurityAgreement.

“CollateralDocuments”means,collectively,theSecurityAgreement,thePledgeAgreement,each Deposit Account Control Agreement, each of the other security agreements, pledge agreements or other similar agreements delivered to Administrative Agent pursuant to the Loan Documents, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of Administrative Agent.

“Commitment” means, with respect to each Lender, the commitment of such Lender tomake the Loan to the account oftheBorrowers hereunder on theClosing Datein an aggregate principal amount not to exceed $28,000,000.For the avoidance of doubt, the aggregate Commitment with respect to the Loan on the Closing Date shall be $28,000,000.

“CommodityExchangeAct”meanstheCommodityExchange Act(7U.S.C. §1etseq.). “Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Control”meansthepossession,directlyorindirectly,ofthepowertodirect orcausethedirection ofthemanagementorpoliciesofaPerson,whetherthroughtheabilitytoexercisevotingpower,bycontract or otherwise.

“Covered Entity”isdefinedinSection11.21(b). “Covered Party” is defined in Section 11.21(a).

“Debt” means (without duplication), for any Person, (a) all obligations required by GAAP to be classified upon such Person’s balance sheet as liabilities, (b)liabilities to the extent secured (or for which and to theextent theholderofthe Debthas an existingright, contingent or otherwise,to beso secured) by anyLienexistingonpropertyownedoracquiredbythatPerson,(c) capitalleasesandotherobligationsthat have been (or under GAAP should be) capitalized for financial reporting purposes, (d) all obligations for borrowed money (whether as adirect obligoron apromissory note, areimbursement obligoron aletterof credit, a guarantor, or otherwise), (e) all guaranties, endorsements, letters of credit, and other contingent liabilities with respect to Debt or obligations of others, to the extent that such would be classified as a liability on the balance sheet under GAAP and (f) the net obligation of such Person under any hedge agreement.For purposes hereof, the Debt of any Person shall exclude the Debt of any Subsidiary of Borrowers, but shall includetheDebt of any partnership or joint venture (other than ajoint venturethat is itselfacorporationorlimitedliabilitycompany)inwhichsuchPersonisageneralpartnerorajointventurer, unless such Debt is expressly made non-recourse to such Person.

“Debt toEquityRatio”means, withrespect toaMeasurement Period, the ratioof (a) Debt during such period to (b) Borrowers’ Equity.

“DebtorReliefLaws”meansTitle11oftheUnitedStatesCodeandallotherapplicableliquidation, conservatorship, bankruptcy, fraudulent transfer, fraudulent conveyance, assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization, suspension of payments, or similar debtor relief Laws ofthe United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default”meansanyeventorconditionthatconstitutesanEventofDefaultorthat,withthegiving of any notice, the passage of time, or both, would be an Event of Default.

“DefaultRight”isdefinedinSection11.21(b).

“Defaulting Lender” means, subject toSection 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loan within two Business Days of the date such Loan was required to be funded hereunder unlesssuchLendernotifiestheAdministrative AgentandBorrowersinwritingthatsuchfailure istheresultofsuchLender’sdeterminationthatoneormoreconditionsprecedenttofunding(eachofwhich conditions precedent, together withany applicable default, shall be specifically identified insuch writing) hasnotbeensatisfied,or(ii)paytotheAdministrativeAgentoranyotherLenderanyotheramountrequired to be paid by it hereunder within two Business Days ofthe date when due, (b) has notified the Borrowers and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has madea public statement tothat effect (unless such writingor public statement relates to suchLender’sobligationtofundtheLoanhereunderandstatesthatsuchpositionisbasedonsuchLender’s determination that a condition precedent to funding (which condition precedent, together with any applicabledefault, shall bespecifically identified in such writing orpublicstatement)cannot besatisfied),

(c) has failed, within three Business Days after written request by the Administrative Agent or the Borrowers, toconfirminwritingtotheAdministrativeAgent andtheBorrower that it will complywithits prospectivefundingobligationshereunder(providedthatsuchLendershallceasetobeaDefaultingLender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceedingunderanyDebtorReliefLaw,(ii)hadappointedforitareceiver,custodian,conservator,trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidationofits businessorassets,includingtheFederal DepositInsuranceCorporationoranyotherstate or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided thataLender shallnot beaDefaulting Lender solely byvirtueoftheownershiporacquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental AuthoritysolongassuchownershipinterestdoesnotresultinorprovidesuchLenderwithimmunityfrom 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 shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a DefaultingLender(subjecttoSection 2.16(b))upondeliveryofwrittennoticeofsuchdeterminationtothe Borrowers and each Lender.

“DepositAccount”meansanydepositandanysubstituteorsuccessordepositaccount.

“Deposit Account Control Agreement” means a deposit account control agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Administrative Agent, Account Bank andthe LoanPartymaintainingsuchDepositAccount,effective togrant“control”(asdefinedunder the UCC) over such Deposit Account to the Administrative Agent.

“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, lease, transfer, conveyance, assignment, license, or other disposition (including any sale and leaseback transaction) of any asset by any Person, including any sale, assignment, transfer, conveyance, or other disposition, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Dollar”and“$”meanlawfulmoneyoftheUnitedStates.

“DomesticSubsidiary”means anySubsidiaryorganizedunderthelaws oftheUnitedStatesof America, any State thereof or the District of Columbia.

“DST” means NexPoint Waterford DST, a Delaware statutory trust. “DSTSales”meansthesaleofClass1beneficialinterestsintheDST. “DST Sales Proceeds” has the meaning specified in Section 6.12(a).

“DSTSalesProceedsAccount”hasthemeaningspecifiedinSection6.12(a). “DST Sales Report” means email reports of the progress of the DST Sales.

“EBITDA” means, for any period, Net Income of Borrowers for such period, plus, without duplication and to the extent deducted in calculating Net Income for such period, the sum of (a) Interest Expense for such period, (b) Taxes paid in cash during such period, (c) the amount of depreciation and amortization expense deducted in determining Net Income, (d) any extraordinary or non-recurring items reducing NetIncomeforsuch period, subjecttoLender’s reasonableapproval,and(e) anynon-cash items reducing Net Income for such period, minus(i) any extraordinary or non-recurring items increasing Net Incomeforsuchperiod,subjecttoLender’sreasonableapprovaland(ii)anynon-cashitemsincreasingNet Income for such period.

“EEAFinancialInstitution”means(a)anycreditinstitutionorinvestmentfirmestablishedinany EEA Member Country that is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) of this definition,or(c)anyfinancial institutionestablishedinan EEAMemberCountrythatis asubsidiary of an institution described in clauses (a) or (b)of this definition and is subject to consolidated supervision with its parent.

“EEAMemberCountry”meansanyofthememberstatesoftheEuropeanUnion,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.

“EffectiveDate”hasthemeaningspecifiedintheintroductoryparagraphhereto.

“Employee Plan” means a pension, profit-sharing, or stock bonus plan intended to qualify under Section 401(a) of the Code, maintained or contributed to by Borrowers or any ERISA Affiliate, including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

“EntitlementOrders”means“EntitlementOrders”asdefinedintheUCC.

“EnvironmentalLaw”meansanyLawthatrelatestothepollutionorprotectionoftheenvironment, the release of any materials into the environment, including those related to Hazardous Substances, air emissions and discharges to waste or public systems, or to health and safety.

“Equity Interests” means, withrespect to any Person,any and all shares, interests, participations, or other equivalents, including membership interests (however designated, whether voting or nonvoting), or equity of such Person, including, if such Person is apartnership, partnership interests (whether general orlimited)andanyotherinterestorparticipationthatconfers onaPersontherighttoreceiveashareofthe profits andlossesof,ordistributionsofpropertyof,suchpartnership,ineachcase,whetheroutstandingon the date hereof or issued after the date hereof.

“ERISA”meanstheEmployeeRetirementIncomeSecurityAct of1974,asamended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Borrowers within the meaning of Section 414(b) or (c) of the Code.

“ErroneousPayment”hasthemeaningassignedtoitinSection11.22(a).

“ErroneousPaymentDeficiencyAssignment”hasthemeaningassignedtoitinSection11.22(b). “Erroneous Payment Impacted Class” has the meaning assigned to it in Section 11.22(b). “Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 11.22(b).

“EUBail-InLegislationSchedule”meanstheEUBail-InLegislationSchedulepublishedbythe Loan Market Association (or any successor person), as in effect from time to time.

“EventofDefault”hasthemeaningspecifiedinSection8.01.

“Excluded Taxes”means any ofthefollowing Taxesimposed on orwith respectto aRecipientor required to be withheld or deducted from a payment toa Recipient: (a) Taxes imposed on ormeasured by net income (however denominated), branch profits and franchise Taxes, in each case, (i) imposed by the United States of America (or any political subdivision thereof) or by the jurisdiction (or any political subdivision thereof) under the laws of which the Recipient is organized or conducts business (other than business arising from or relating to any transaction under any Loan Document) or in which its principal office, or itslendingoffice, is located, or (ii)that are Other Connection Taxes;(b)inthe case of a Lender,

U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respectto an applicableinterest ina LoanorCommitment pursuanttoalawineffect onthedate onwhich

(i)such Lender acquires such interest in the Loanor (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 3.01, amounts with respect to such Taxes were payable either to such Lender’s assignor before such Lender became a party hereto or to such Lender before it changeditslendingoffice,(c) TaxesattributabletosuchRecipient’sfailuretocomplywithSection3.01(h) and (d) any withholding Taxes imposed under FATCA.

“Exit Fee” means afee equal to one halfof onepercent (0.50%) of repaid principal at the timeof such payment.

“FATCA”meansSections1471through1474oftheCode,asofthedateofthisAgreement(orany amendedorsuccessorversionthatis substantivelycomparableandnotmateriallymoreoneroustocomply

with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any applicable intergovernmental agreement entered into between the United States and any other Governmental Authority in connection with the implementation of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement, or any treaty or convention among Governmental Authorities and implementing the foregoing.

“FDIC”meanstheFederalDepositInsuranceCorporation.

“Financials” means the financial statement and other information required in Section 6.01(b) for thefiscalquarterendedSeptember30,2025,inform andsubstancesatisfactory totheAdministrativeAgent.

“ForeignLender”meansaLenderthatisnot aU.S.Person.

“ForeignSubsidiary”meansanySubsidiarythat(a)isnotaDomesticSubsidiary,(b)isaDomestic Subsidiary substantially all the assets of which are equity or debt of one or more controlled foreign corporations as defined for purposes of Section 957 ofthe Code (“CFC”), or (c) is a Domestic Subsidiary held by a CFC.

“FreeCashFlow”means,foranyPersonforanyperiod,(a) EBITDAforsuchperiod,plus(b)any decrease in Net WorkingCapital (measured astheexcess, ifany, ofNet WorkingCapital at thebeginning ofsuchperiodoverNetWorkingCapitalattheendofsuchperiod),minus(c)thesumof(i)anyincreasein NetWorkingCapital(measuredastheexcess,ifany,ofNetWorkingCapitalattheendofsuchperiodover NetWorkingCapitalatthebeginningofsuchperiod),plus(ii)cashInterestExpenseforsuchperiod,plus

(iii) Capital Expenditures for such period, plus (iv) scheduled principal payments on Funded Debt made duringsuchperiod,plus(v)cashdistributionsmadeduringsuchperiod,plus(vi)Taxespaidoraccruedand Tax Distributions made during such period, and plus (vii) voluntary prepayments under the Loan made during such period.

“FundedDebt”means,whendetermined,allcapitalleasesandotherobligationsoftheLoanParties that have been (or under GAAP should be) capitalizedfor financial reporting purposes andall obligations forborrowedmoneyoftheLoanParties(whetherasadirectobligoronapromissorynote,areimbursement obligor on a letter of credit, a guarantor, or otherwise).

“GAAP” means generally accepted accounting principles in the U.S. set out in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and the Financial Accounting Standards Board as in effect from time to time.

“Governmental Authority” means any nation or government, any state or other political subdivisionthereof,anyagency,authority,instrumentality,regulatorybody,court, administrativetribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powersorfunctionsof,orpertainingto, governmenthavingauthorityovertheLoanPartiesortheCollateral.

“Guarantee” means, as to anyPerson, (a)anyobligation, contingent or otherwise, ofsuchPerson guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primaryobligor”)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 Debt or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuringthe obligee in respect ofsuch Debtor other obligation of

thepaymentorperformanceofsuchDebtorotherobligation,(iii)tomaintainworkingcapital,equitycapital oranyotherfinancialstatementconditionorliquidityorlevelofincomeorcashflowoftheprimary obligor soastoenabletheprimaryobligortopaysuchDebtorotherobligation,or(iv)enteredintoforthepurpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part),or(b) anyLienonanyassetsofsuchPersonsecuringanyDebtorotherobligationofanyotherPerson,whether or not such Debt orotherobligationis assumed bysuch Person (orany right, contingent orotherwise, ofany holderofsuchDebttoobtainanysuchLien).TheamountofanyGuaranteeshallbedeemedtobeanamount equal to the stated or determinable amount of the related primary obligation, or portionthereof, inrespect 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.

“Guarantor” means each Person executing a Guaranty of the Obligations in favor of Administrative Agent.

“Guaranty”meansaguarantyagreementinProperForm.

“HazardousSubstance” means (a)any explosive orradioactive substanceor waste, all hazardous or toxic substances, waste, or other pollutants, and any other substance the presence of which requires removal, remediation or investigation under any applicable Environmental Law, (b) any substance that is definedorclassifiedasahazardouswaste,hazardousmaterial,pollutant,contaminant,ortoxicorhazardous substance under any applicable Environmental Law, or (c) petroleum, petroleum distillates, petroleum products, oil, polychlorinated biphenyls, radon gas, infectious medical wastes, and asbestos or asbestos-containing materials.

“Indemnified Taxes” means (a) Taxes, other thanExcluded Taxes, imposed onor with respect to any payment made by the Borrowers under any Loan Documents and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitees”hasthemeaningspecifiedinSection11.05(a).

“Interest Coverage Ratio”means, with respect toaMeasurement Period,theratioof (i)EBITDA to (ii) Interest Expense.

“Interest Expense” means, for any period, total interest expense of Borrowers (including that portion attributable to Capital Lease Obligations), premium payments, debt discount, fees, charges and related expenses with respect to all outstanding Debt of Borrowers.

“InterestPaymentDate”meansthefirstcalendardayofeachmonth(ornextsucceedingBusiness Day thereafter).

“InvestCo Sub” means NexPoint Waterford Investment Co, LLC, a Delaware limited liability company.

“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 capital stock or other securities 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 and any arrangement pursuant to which the investor Guarantees Debt of such other Person, or (c)the purchase or other acquisition (in one

transaction or a series of transactions) of assets of another Person that constitute a business unit. 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.

“InvestmentGradeRating”means(a)aratingequaltoorhigherthanBBB-(ortheequivalent)by Egan-Jones Ratings Company or if applicable, any successor thereto or (b) an investment grade rating by any other nationally recognized statistical rating organization selected by the Administrative Agent.

“IRS”meanstheUnitedStatesInternal RevenueService.

“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,authorizationsandpermitsof,andagreementswith,anyGovernmentalAuthority, in each case whether or not having the force of law.

“LenderJoinderAgreement”meansanagreementsubstantiallyintheformofExhibitF,pursuant to which a new Lender joins the Loan Documents as contemplated by Section 11.07.

“Lenders”meansthePersonslistedonSchedule2.01andanyotherPersonthatshallhavebecome party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lending Office” means a Lender’s address, and, as appropriate, account, as set out in its administrative questionnaire, or such other address or account as Lender may from time to time notify Borrowers and Administrative Agent.

“Lien” means any lien (statutory or other), mortgage, security interest, financing statement, collateral assignment, pledge, assignment, charge, hypothecation, deposit arrangement, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including anyconditionalsaleorothertitleretentionagreement,andanyfinancingleasehavingsubstantiallythesame economiceffectasanyoftheforegoing),orencumbranceofanykind,andanyotherrightoforarrangement withanycreditor (whether basedoncommonlaw, constitutional provision, statute orcontract) to have its claim satisfiedoutofanypropertyorassets,ortheirproceeds, beforetheclaimsofthegeneral creditors of the owner of the property or assets.

“Litigation”meansanyactionbyorbeforeanyGovernmentalAuthority,arbitrator,orarbitration

panel.

“Loan”meansthetermloanmadebyLendersto theBorrowersontheClosingDatepursuantto

ArticleII.

“LoanDocuments”meansthisAgreement,theNote,theCollateralDocuments,allGuaranties,all Compliance Certificates, any Lender Joinder Agreement and any other agreement, document, and instrument in favor of Administrative Agent or the Lenders delivered in connection with, pursuant to, or under, this Agreement.

“LoanParties”means,collectively,theBorrowersandanyGuarantorthatbecomesapartyhereto.

“MaterialAdverseEffect”meansanycircumstanceoreventthat,individuallyorcollectivelywith othercircumstancesorevents,couldreasonablybeexpectedtoresultin(a)impairmentoftheabilityofthe Loan Parties, taken as a whole, to perform any of their respective payment or other material obligations underanyLoanDocument,(b)impairment oftheabilityofAdministrativeAgentoranyLendertoenforce anyLoanParty’smaterialobligations,orLender’smaterialrights,underanyLoanDocument,(c)amaterial adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Documenttowhichitisaparty,and(d)amaterialandadversechangein,oramaterialadverseeffect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Loan Parties taken as a whole.

“Material Contract” means, for any Person, any agreement to which that Person is a party by whichthatPersonisbound,ortowhichanyassetsofthatPersonmaybesubject,andthatisnotcancelable bythatPersonuponthirty(30)orfewerdays’noticewithoutliabilityforfurtherpaymentotherthannominal penalty, and that requires that Person to pay more than $250,000 in the aggregate during the term of such agreement.

“Maturity Date” means the earlier of (a) the Stated Maturity Date or such later date as may be establishedpursuanttoSection2.17,(b)thedateonwhichAdministrativeAgentdeclaresallamountsunder theLoantobeimmediatelydueandpayablepursuanttoSection8.02,and(c)iftheLoanevidencedbythis Agreement and the Notes do not maintain an Investment Grade Rating, the date designated by the Administrative Agent by written notice to Borrowers.

“Maximum Rate” has the meaning specified in Section 11.10. “MeasurementDate”hasthemeaningspecifiedinSection6.18.

“Measurement Period” means (a) (i) for the test of theTotal Deleveraging Ratio as of March 31, 2026, June 30, 2026 and September 30, 2026, the year-to-date results ended on such Measurement Date, annualized, and (ii) for the test of the Total Deleveraging Ratio as of December 31, 2026 and each Measurement Date thereafter, the twelve (12) consecutive calendar months ended on such Measurement Date; and (b) for the tests of the Debt to Equity Ratio and Interest Coverage Ratio as of March 31, 2026, June 30, 2026 and September 30, 2026, the year-to-date results ended on such Measurement Date, and as of December 31, 2026 and each Measurement Date thereafter, the period of twelve (12) consecutive calendar months ended on such Measurement Date.

“Moody’s”meansMoody’sInvestorsService,Inc.

“NetIncome”means, foranyperiod,thenetincomeofBorrowers determinedinaccordancewith

GAAP.

“NetWorkingCapital”means,foranyperiod,thedifferenceofcurrentassetsasofsuchperiod

minuscurrentliabilitiesasofsuchperioddeterminedinaccordancewithGAAP.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of this Agreement and (b) has been approved by the Required Lenders.

“Non-DefaultingLender”means,atanytime,eachLenderthatisnotaDefaultingLenderatsuch

time.

“Note”meansapromissorynotemadebytheBorrowers infavorof requestingLender evidencing the Loan made by such Lender, substantially in the form of Exhibit A.

“Notice of Borrowing” means a notice of the Loan pursuant to Section 2.02, substantially in the form of Exhibit D, appropriately completed and signed by a Responsible Officer of the Borrowers.

“Obligations”meansalladvancesto,anddebts,liabilities,obligations,covenantsanddutiesof,the Borrowers arising under any Loan Document or otherwise with respect to the Loan, 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 the Borrowers or any Guarantor of any proceeding under any Debtor Relief Laws naming such Personasthedebtorinsuchproceeding,regardless ofwhether suchinterest andfees areallowedclaimsin such proceeding.

“OFAC”meanstheOfficeofForeignAssetsControloftheUnitedStatesDepartmentofthe Treasury.

“OrganizationDocuments”means,(a) withrespecttoanycorporation,thecertificateorarticlesof incorporationandthebylaws(orequivalentorcomparableconstitutivedocumentswithrespecttoanynon-U.S. jurisdiction); (b) with respect to any limited liability company, limited partnership or designated activity company, the certificate of incorporation or the certificate or articlesof formation or organization (as applicable) and operating agreement or constitution (as applicable); and (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 and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authorityinthejurisdictionofitsformationororganizationand,ifapplicable,anycertificateorarticles of formation or organization of such entity, as each may be amended, supplemented, restated or otherwise modified or added to from time to time.

“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 obligationsunder,receivedpaymentsunder,receivedorperfectedasecurityinterestunder,engagedinany other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means any and all present or future stamp, court, recording, filing, intangible, documentary or similar Taxes arising from any payment made hereunder or under any other Loan Documentorfromtheexecution,deliveryorenforcementorregistrationof,orperformanceunder,orfrom thereceiptorperfectionofasecurityinterestunderorotherwisewithrespecttothisAgreementoranyother Loan Document (other than any such Taxes that are imposed with respect to an assignment except for an assignment pursuant to a request by the Borrowers in accordance with Section 3.03).

“Outstanding Amount” means with respect to the Loan on any date, the aggregate outstanding principalamountthereofaftergivingeffecttoanyborrowingsandprepaymentsorrepaymentsoftheLoan, as the case may be, occurring on such date.

“Participant” has the meaning specified in Section 11.07(d). “ParticipantRegister”hasthemeaningspecifiedinSection 11.07(g).

“Payment Date” means the first calendar day of each month (or next succeeding Business Day thereafter).

“PaymentRecipient”hasthemeaningassignedtoitinSection11.22(a).

“PermittedDebt”means,withoutduplication,(a) theObligations,(b)Debtarisingfromendorsing negotiable instruments for collection in the ordinary course of business, (c) purchase money Debt and capital lease obligationsincurred intheordinary courseofbusiness which, inanycaseindividuallydonot exceed $50,000, (d) Debt among the Loan Parties and guaranties by any Loan Party of Debt otherwise permitted hereunder, (e) Debt existing on the Closing Date and disclosed to the Administrative Agent in writing, (f)indemnities arisingunder agreements entered intobyany LoanPartyinthe ordinary course of business, (g) trade payables paid within ninety (90) days after they are incurred, Tax liabilities and other current liabilities incurred in the ordinary course of business, (h) any Debt approved in writing by Administrative Agent after the Closing Date and which is in Proper Form, (i) any Debt secured by any securities or interest that NPA holds in NexPoint Diversified Real Estate Trust or its successors, subsidiaries,orassigns,providedthatsuchDebtshallnotbesecuredbyanyportionoftheCollateral,

(j)Debtincurredinrespectofappealbonds, suretybondsandsimilar obligations,ineachcaseprovidedin theordinarycourse ofbusiness,andwith respectto appealbonds in an aggregateamountnot to exceed

$250,000 at any time, (k) Debt incurred in connection with DST Sales and (l) Debt which represents an extension,refinancing,orrenewalofanyoftheDebtdescribedinclauses(c)and(f)hereof;providedthat, the principal amountofsuchDebt isnotincreased,except byanamount equaltoareasonable premium or otherreasonableamountpaidandfeesandexpensesincurred, inconnectionwithsuchrefinancingandany existing unutilized commitmentsthereunder, and theterms of any such extension, refinancing, orrenewal taken as a wholeare notmaterially less favorableto the obligorthereunder than theoriginalterms ofsuch Debt.

“Permitted Investments” means (a) Reserved, (b) marketable obligations backed by the full faith andcreditoftheU.S.(andinvestmentsinmutualfundsinvestingprimarilyinthoseobligations),

(c) certificates of deposit or banker’s acceptances that are fully insured by the Federal Deposit Insurance Corporationorareissuedbycommercial banks havingcombinedcapital,surplus,andundividedprofits of not less than $250,000,000 (as shown on its most recently published statement of condition), (d) cash or CashEquivalents,(e) eurodollartimedepositsorinvestmentsmanagedbyAdministrativeAgent,

(f)commercial paperandsimilarobligationsrated“P-2”orbetterbyMoody’sor“A-2”orbetterbyS&P,

(g)investmentsinsecurities purchased byanyLoanParty under repurchase obligations pursuant to which arrangements are made with selling financial institutions (being a financial institution having unimpaired capitalandsurplusofnotlessthan$500,000,000andwitharatingof“A-1”byS&Por“P-1”byMoody’s) for such financial institutions to repurchase such securities within 30 days from the date of purchase by such Loan Party, and other similar short term investments made in connection with the Loan Party’s cash managementpractices,(h) non-cashproceedsfromdispositionspermittedunderSection7.05,

(i) investments by any Loan Party in its wholly-owned Subsidiaries which are Guarantors, including, but notlimitedtothecreationofnewwholly-ownedSubsidiariesthatbecomeGuarantorsuponcreation,

(j) advances to any of Borrowers’ Subsidiaries that are Guarantors, (k) investments in the form of capital contributions andtheAcquisitionof Equity Interestsmade by any LoanParty in any otherLoan Party that has beenpreviouslyapprovedinwritingbyAdministrativeAgent,(l)investmentsreceivedinsettlementof amountsduetoaLoanPartyeffectedintheordinarycourseofbusinessorowingtoaLoanPartyasaresult ofinsolvencyproceedingsinvolvinganaccount debtororupontheforeclosureorenforcement ofanyLien infavorofaLoanParty,(m)EquityInterestsorothersecuritiesacquiredinconnectionwiththesatisfaction orenforcement ofDebtorclaimsdueorowingtoaLoanParty(inbankruptcyofcustomers orsuppliers or otherwise outside the ordinary course of business) or as security for any such Debt or claims, and (n)any other investments approved in writing by Administrative Agent after the Closing Date.

“PermittedLiens”means(a)LienssecuringtheObligation,(b)Lienswhichsecurepurchasemoney Debt and capital leaseobligationspermitted underclause (c)ofthedefinition ofPermitted Debt, (c) Liens forTaxes;providedthat,(i)noamountsaredueandpayableandnoLienhasbeenfiledoragreedto,or(ii) thevalidityoramount thereofisbeing contestedin good faith bylawful proceedings diligentlyconducted, and reserve or other provision required by GAAP has been made, (d) judgments and attachments not otherwise prohibited by Section 8.01(g) or disclosed in Schedule 5.07, (e) rights of offset or statutory banker’s Lien arising in the ordinary course of business in favor of commercial banks; provided that, any such Lien shall only extend to deposits and property in possession of such commercial bank and its Affiliates, (f) good-faith pledges ordepositsmadeinthe ordinary courseofbusiness tosecure(i) statutory obligations, (ii) occupational accident policies, or (iii) surety or appeal bonds, or indemnity, performance or other similar bonds, and in the case of appeal bonds, in an aggregate amount not to exceed $250,000 at any time or in any amount if in conjunction with any litigation disclosed inSchedule 5.07 or related to or arising from such litigation, (g) Liens (other than for Taxes) imposed by operation of law; provided that,

(i)suchLiensrelatetoobligationsnot overdueorthevalidityoramount ofsuchLienisbeingcontestedin good faith by lawful proceedings diligently conducted, (ii) reserve or other provision required by GAAP hasbeenmade,and(iii)withinsixty(60)daysaftertheentrythereof,levyandexecutionthereonhavebeen (and continue to be) stayed or payment thereof is covered in full by insurance (subject to the customary deductible) and (h) any Liens approved in writing by Administrative Agent after the Closing Date.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, Irishcollective asset-management vehicle(includingany sub-fundthereof), businesstrust, joint stockcompany,trust,unincorporatedassociation,jointventure,syndicate,GovernmentalAuthorityorother entity or organization of whatever nature.

“PledgeAgreement”meansthatcertainpledgeagreement datedasoftheClosingDateamongThe Dugaboy Investment Trust, as pledgor, and Administrative Agent, on behalf of the Lenders, granting Administrative Agent, for the benefit of the Lenders, a Lien on, and security interest in the Collateral as defined therein.

“Proper Form”meansinformandsubstancereasonablysatisfactorytoAdministrativeAgentand its legal counsel.

“QFC”isdefinedinSection11.21(b).

“QFCCreditSupport”isdefinedinSection11.21.

“Recipient”means(a)theAdministrativeAgentor(b)anyLender, asapplicable. “Register” has the meaning specified in Section 11.07(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“RemovalEffectiveDate”meansthemeaningspecifiedinSection10.06(b).

“Representatives” mean representatives, agents, officers, directors, employees, consultants, contractors, and attorneys.

“RequiredLenders”means,foranyperiodduringthetermofthisAgreementwherethereare:

(a)

twoorfewerLenders,allLenders;and(b)threeormoreLenders,Lendersholding,intheaggregate,

morethan50.0%oftheOutstandingAmountatsuchtime.TheOutstandingAmountheldbyanyDefaulting Lender shall be disregarded in determining Required Lenders at any time.

“ResignationEffectiveDate”meansthemeaningspecifiedinSection10.06(a).

“ResponsibleOfficer”means,withrespecttotheBorrowersandanyGuarantor,thechiefexecutive officer, president, executive vice president or a financial officer of such Borrower or Guarantor, and any additional authorized person who is hereafter designated in writing by the Borrower or a Guarantor to Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrowers or any Guarantor, as applicable, shall beconclusively presumedtohave been authorizedby all necessary corporate, partnership and/or other action on the part of the Borrowers or such Guarantor, as applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrowers or such Guarantor, as applicable.

“Restricted Payment”means any dividend orotherdistribution(whetherin cash,securities, orother property)withrespecttoanycapitalstockorotherEquityInterestofanyLoanPartyoranySubsidiaryofsuch Loan Party, or any payment (whether in cash, securities, orother property), including any sinking fund or similardeposit,onaccountofthepurchase,redemption,retirement,acquisition,cancellationortermination of any such capital stock orotherEquity Interests, oron account ofany return ofcapital to a LoanParty’s or such Subsidiary’s shareholders, partners, or members (or the equivalent thereof).For the avoidance of doubt, any distribution made by a Loan Party pursuant to the distribution language in its Organization Documents shall constitute a “Restricted Payment” for purposes of this Agreement.

“S&P” means S&P Global Ratings, a subsidiary of S&P Global, Inc., and any successor thereto. “Sanction(s)”meansanyinternationaleconomicsanctionadministeredorenforcedbytheUnited

States Government (including without limitation, OFAC), the United Nations Security Council, the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“SecurityAgreement”meansthesecurityagreementintheformattachedheretoasExhibitIamong NWH, as debtor, and Administrative Agent, on behalf of the Lenders, granting Administrative Agent, for the benefit of the Lenders, a Lien on, and security interest in the Collateral as defined therein.

“Senior Loan” means the loan from Walker and Dunlop, LLC, a Delaware limited liability company, the predecessor-in-interest to Federal Home Loan Mortgage Corporation, and the DST.

“Solvent”or“Solvency”means,astoanyPersonasofanydateofdetermination,thatonsuchdate

(a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, ofsuch Person, (b)the present fair saleable value of such Person is not less than the amountthatwillberequiredtopaytheprobableliabilityofsuchPersononitsdebtsastheybecomeabsolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts orliabilities beyondsuchPerson’sabilitytopaysuchdebtsandliabilitiesastheymature,(d)suchPersonisnotengaged 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 an unreasonably small capital; and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of thefacts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“StatedMaturityDate”meansJanuary14,2028.

“Subsidiary” of a Person means corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the Voting Interests are at the time beneficially owned, or themanagementofwhichisotherwisecontrolled,directly,orindirectlythroughoneormoreintermediaries, or both, by such Person.Unless otherwise specified, all references in this Agreement or the Loan Documentstoa“Subsidiary”orto“Subsidiaries”shallrefertoaSubsidiaryortoSubsidiariesofBorrowers.

“SupportedQFC”isdefinedinSection11.21.

“Tax Distribution” means any cash distribution made by any Loan Party or Subsidiary that is treatedforU.S.federalincometaxpurposesasataxtransparententityoraCFCinanamountnecessaryfor thepaymentofthefederal,stateandlocalincometaxobligationsonaccountoftheattributionofeachsuch Person’s income to its direct or indirect shareholders or members, as the case may be, by reason of such PersonbeingataxtransparententityoraCFCforfederalincometaxpurposes,ineachcasedeterminedatthe highest individual marginal rate for such taxes.

“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.

“Total Debt” means as at anydate of determination, the aggregate stated balance sheet amount of all Debt related to direct obligations of Borrowers determined in accordance with GAAP.

“TotalDeleveragingRatio”means,withrespecttoaMeasurementPeriod,(a)FreeCashFlow,to

(b)

TotalDebt.

“Treasury Rate” means the 5-year U.S. Treasury Rateas published on the applicable Bloomberg screen page (or such other commercially availablesource providingsuchquotationsasmaybedesignated by Administrative Agent from time to time), as determined by Administrative Agent.

“UCC”meanstheUniform CommercialCode,asadoptedinTexasandasamendedfrom timeto

time.

“UnitedStates”and “U.S.”meantheUnitedStatesofAmerica.

“U.S.Person”meansanyPersonthatisa“UnitedStatesperson”asdefinedinSection7701(a)(30)

oftheCode.

“U.S.SpecialResolutionRegimes”isdefinedinSection11.21.

“U.S.TaxComplianceCertificate”hasthemeaningspecifiedinSection3.01(h)(ii).

“VotingInterests”ofanyPersonmeans the capital stock (or other EquityInterest) ofsuchPerson having ordinary voting power for the election of directors (or other governing body).

“Write-DownandConversionPowers”means,withrespecttoanyEEAResolutionAuthority,the write-down andconversionpowers ofsuchEEAResolutionAuthorityfromtimetotimeundertheBail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02

OtherInterpretiveProvisions.WithreferencetothisAgreementandeachotherLoan Document, unless otherwise specified herein or in such other Loan Document:

(a)

Thedefinitionsoftermshereinshallapplyequallytothesingularandpluralforms 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 Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include suchPerson’ssuccessorsandassigns,(iii)thewords“hereto”,“herein”,“hereof”and“hereunder”, and words ofsimilar import when usedinanyLoan Document, shall beconstruedtorefer tosuch Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a LoanDocumenttoArticles,Sections,ExhibitsandSchedulesshallbeconstruedtorefertoArticles and Sections 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 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 orsupplementedfromtimetotime,and(vi)thewords“asset”and“property”shallbeconstruedto have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)

Inthecomputationofperiodsoftimefromaspecifieddatetoalaterspecifieddate, 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 convenienceofreferenceonlyandshallnotaffecttheinterpretationofthisAgreementoranyother Loan Document.

1.03

AccountingTerms.

(a)

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP applied on a consistent basis, as in effect from time to time. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in the same manner in which the Loan Parties have been preparing such financial data (including financial ratios and other financial calculations)sincethedateoftheirinceptionthroughthedatehereof,including,withoutlimitation, any income and expense data that has been, is and will continue to be prepared using GAAP accounting.

(b)

Changes in Accounting. If at any time any change in GAAP accounting would affect thecomputationof any financial ratioorrequirement set forthinanyLoanDocumentorthe Loan Parties want to effect any change in the manner in which they prepare their financial data (including financial ratios and other financial calculations), the Loan Parties shall inform Administrative Agent of any such change prior to the Loan Parties submitting to Administrative AgentanyotherfinancialstatementsandotherdocumentsrequiredunderthisAgreement,provided that,ifsuchchangeaffectsthecalculationofanyfinancialratioorcalculationsetforthinanyLoan Document, AdministrativeAgent andtheLoan Partiesshall negotiatein good faith to amend such ratioorrequirementtopreservetheoriginalintentthereofinlightofsuchchange.Fortheavoidance

ofdoubt,AdministrativeAgent,Lenders,andtheLoanPartiesherebyacknowledgeandagreethat

(A) until any change described in this Section is effected, financial ratios and calculations shall continuetobecomputedinaccordancewith theaccountingstandardspriortosuchchangetherein, and(B)theapplicableLoanPartiesshallprovidetoAdministrativeAgentfinancial statementsand other documentsrequiredunderthisAgreementorasreasonablyrequestedhereundersettingforth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change.

1.04

Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to thisAgreementshallbecalculatedbydividingtheappropriatecomponentbytheothercomponent,carrying theresulttooneplacemorethanthenumberofplacesbywhichsuchratioisexpressedhereinandrounding the result up or down to the nearest two decimal places.

1.05

Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Central time (daylight or standard, as applicable).

ARTICLEII.

THECOMMITMENTANDTHELOAN

2.01

Loan.Subjecttothetermsandconditionssetforthherein,eachLenderseverallyagreesto make asingleterm loantotheBorrowers ontheClosing Dateinanaggregate amount that will not exceed the amount of such Lender’s Commitment.

2.02

Borrowing.

(a)

Subject to compliance with Article 4, Borrowers may request the Loan by submitting a Notice of Borrowing to Administrative Agent.Each Notice of Borrowing must be receivedbyAdministrativeAgentnolaterthan10:00a.m.(Centraltime)tobedeemedreceivedon the date it is delivered; any Notice of Borrowing received after 10:00 a.m. (Central time) shall be deemed received on the following Business Day.Such Notice of Borrowing shall be irrevocable and shallspecify (i)theprincipalamountoftheproposed Loan,(ii)theuseoftheproceedsofsuch proposed Loan and (iii) the proposed borrowing date, which must be a Business Day. AdministrativeAgent shallbeentitledtorelyconclusively onanyResponsible Officer’s authority to request theLoanon behalfoftheBorrowers. Administrative Agent shall have no dutytoverify the authenticity of the signature appearing on any written Notice of Borrowing.

(b)

AnyNoticeofBorrowingpursuanttothisSection2.02shallbeirrevocableandthe Borrowers shall be bound to make a borrowing in accordance therewith.

2.03

FundingofBorrowings.

(a)

FundingbyLenders.EachLendershallmaketheamount oftheLoantobemade by it hereunder available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the proposed date thereof. The AdministrativeAgentwillmakeallsuchfundssoreceivedavailabletotheBorrowersinlikefunds, bywiretransferofsuchfundsinaccordancewiththeinstructionsprovidedintheapplicableNotice of Borrowing.

(b)

Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender, prior to the proposed date of the Loan that such Lender will notmakeavailabletotheAdministrativeAgentsuchLender’sshareoftheLoan,theAdministrative

AgentmayassumethatsuchLenderhasmadesuchshareavailableonsuchdateinaccordancewith Section 2.03(a) and may, in reliance upon such assumption, make available to the Borrowers a correspondingamount.Insuchevent,ifaLenderhasnotinfactmadeitsshareoftheLoanavailable to the Administrative Agent, then the applicable Lender and the Borrowers agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at the interest rate applicable to the Commitments. If the Borrowers and such Lender shall pay such interest to the Administrative Agent forthesameoran overlappingperiod,theAdministrativeAgentshallpromptlyremittothe Borrowers the amount of such interest paid by theBorrower for such period. If such Lender pays its share of the Loan to the Administrative Agent, then the amount so paid shall constitute such Lender’s portion of the Loan. Any payment by the Borrowers shall be without prejudice to any claimtheBorrowersmay haveagainstaLenderthatshall havefailedtomakesuchpaymenttothe Administrative Agent.

2.04

Termination of Commitments.The aggregate Commitments shall automatically and permanently be reduced to zero after the Loan on the Closing Date.

2.05

VoluntaryandMandatoryPrepayments.

(a)

Subject to the payment of the applicable Exit Fee in connection with any prepayment under this Section 2.05, the Borrowers may at any time, by notice to Administrative Agent, voluntarilyprepaytheLoaninwholeorinpart;providedthat suchnoticemustbereceived by Administrative Agent not later than 10:00 a.m. (Central time) five (5) Business Days prior to the prepayment date. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the prepaymentamountspecifiedinsuchnoticeshall bedueandpayableonthedatespecifiedtherein.

(b)

OnthedatesuchamountsaredepositedintotheDSTSalesProceedsAccount,the Administrative Agent shall apply all amounts contained therein to the outstanding principal prepayment of the Loan.

(c)

Reserved.

(d)

Any prepayment of a Loan made pursuant to this Section 2.05 must be accompanied by (i) all accrued interest thereon, and (ii) the Exit Fee.

2.06

Repayment of the Loan and Interest. All accrued but unpaid interest shall be due and payable in monthly installments beginning on the first Payment Date following the Closing Date, and continuingoneachPaymentDatethereafterthroughandincludingtheMaturityDate.Commencingonthe firstPaymentDatethatistwelve(12)monthsfromtheClosingDateandcontinuingoneachPaymentDate thereafter, installments of principal each in the amount of $233,333.33 shall be due and payable. The outstanding principal balance ofthe Loan, any and allaccrued but unpaid interest hereon and theExit Fee shall be due and payable in full on the Maturity Date or upon the earlier maturity hereof, whether by acceleration or otherwise.

2.07

InterestandPayments.

(a)

Interest Rate.The Loan shall bear interest at a rate of ten percent (10%) per annum fromtheClosingDate,compoundedmonthly.OneachInterest PaymentDatethroughand includingthe Maturity Date, Borrowersshall payinterestinarrearsin the amount of all interest

accruedandunpaid.Suchinterest shallaccruetotheholders oftheNotesissuedtotheLenderson an equal and ratable basis.

(b)

DefaultRate.Notwithstandingtheforegoing,upontheoccurrenceandduringthe continuance of any Event of Default, all Obligations shall bear interest at rate equal to five percentage points (500 basis points) in excess of the applicable interest rate in Section 2.07(a), compoundedmonthly,butwhichshallnotatanytimeexceedtheMaximumRate.Interest accrued pursuant to this Section2.07(b)and all interest accrued but unpaid on or after theStatedMaturity Date shall be due and payable on demand.

(c)

Payments Generally. Except as set forth in clause (a) above, all payments of principal,interest,andotheramountstobemadebytheBorrowers underthisAgreementandother LoanDocumentsshallbemadetotheAdministrativeAgentinDollarsandinimmediatelyavailable funds.

2.08

Computation of Interest and Fees. All computations of fees and interest shall be made on thebasisof a360-day year and actual days elapsed(unless computation would result in aninterest rate in excess of the Maximum Rate, in which event the computation is made on the basis of a year of 365 or 366days,asthecasemaybe).Interest shallaccrueontheLoanforthedayonwhichtheLoanismade,and shall not accrue ontheLoan,orany portionthereof, fortheday on which theLoanorsuch portionis paid, providedthat anyLoanthatis repaidonthesamedayon whichitismadeshall,subjecttoSection 2.10(a), bear interest for one day. Each determinationbyAdministrative Agent of aninterest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.09

EvidenceofDebt.TheLoanmadebyLendersshallbeevidencedbyoneormoreaccounts orrecordsmaintainedbyAdministrativeAgentintheordinarycourseofbusiness.Theaccountsorrecords maintained by Administrative Agent shall be conclusive absent manifest error of the amount of the Loan made by Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error indoingsoshall not,however,limit orotherwiseaffect theobligationoftheBorrowers hereunder to pay any amount owing with respect to the Obligations. The Borrowers shall execute and deliver to Administrative Agent a Note, which shall evidence the Loan in addition to such accounts or records.

2.10

PaymentsGenerally.

(a)

PaymentsbyBorrower.AllpaymentstobemadebytheBorrowersshallbemade without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to AdministrativeAgent,at theAdministrativeAgent Officein Dollars andin immediately available funds; in each case, not later than 3:00 p.m. (Central time), on the date specified herein. All paymentsreceivedbyAdministrativeAgentafter3:00p.m.(Centraltime)shallbedeemedreceived onthenextsucceedingBusinessDayandanyapplicable interest orfeeshallcontinuetoaccrue. If any payment to be made by the Borrowers 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. Nothing herein shall be deemed to obligateLenderstoobtainthefundsforanyLoaninany particularplaceormannerortoconstitute a representation by a Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(b)

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make

such payment, the Administrative Agent may assume that the Borrowers has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, asthe casemaybe, the amount due. Insuch event, if the Borrowers has not infact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the AdministrativeAgent forthwithondemandtheamountso distributedtosuchLender,withinterest thereon, foreach day fromand includingthe datesuchamount is distributed toit to but excluding thedateofpaymenttotheAdministrativeAgent,at aratedeterminedbytheAdministrativeAgent in accordance with banking industry rules on interbank compensation.

(c)

Deductions by Administrative Agent. If any Lender shall fail to make any paymentrequiredtobemadebyitpursuanttothisAgreement,thentheAdministrativeAgentmay, initsdiscretionandnotwithstandinganycontraryprovisionhereof,(i)applyanyamountsthereafter received by the Administrative Agent for the account of such Lender for the benefit of the AdministrativeAgenttosatisfysuchLender’sobligationstotheAdministrativeAgentuntilallsuch unsatisfied obligationsarefullypaidor(ii)holdanysuch amountsinasegregated account as cash collateralfor,andforapplicationto,anyfuturefundingobligationsofsuchLenderunderany such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

(d)

Several Obligations of Lenders. The obligations of the Lenders hereunder to maketheLoan andtomakepayments areseveral and not joint. Thefailureof anyLendertomake the Loan or to fund any such participation or to make any such payment on any date required hereunder shall not relieve anyotherLender ofits correspondingobligationtodosoonsuchdate, and no Lender shall be responsible for the failure of any other Lender to so make the Loan, to purchase its participations or to make its payment under this Agreement.

2.11

Reserved.

2.12

Reserved.

2.13

Reserved.

2.14

Promissory Notes.Upon the request of any Lender made through the Administrative Agent,theBorrowers shallprepare,executeanddelivertosuchLenderapromissorynoteoftheBorrowers payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and a form approved by theAdministrativeAgent, which shall evidence such Lender’s Loan in additionto such records.

2.15

Reserved.

2.16

DefaultingLenders.

(a)

Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained inthis Agreement, if any Lender becomes aDefaulting Lender, then, until suchtimeas such Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i)

WaiversandAmendments.SuchDefaultingLender’srighttoapproveor disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii)

DefaultingLenderWaterfall.Anypaymentofprincipal,interest,feesor other amounts received by the Administrative Agent for the account of such Defaulting Lender(whethervoluntaryormandatory,atmaturity,orotherwise)shallbeappliedatsuch 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,astheBorrowersmayrequest(solongasnoDefaultorEventofDefault 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; third, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to the Loan under this Agreement; fourth,tothepayment ofany amountsowingtotheLenders as aresult of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by theBorrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, 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 the Loan in respect of which suchDefaultingLenderhas not fullyfundeditsappropriate share, and(y)theLoan was madeat atimewhen theconditions setforthinSection4.01weresatisfied orwaived, such payment shall be applied solely to pay the Loan of all Non-Defaulting Lenders on a pro ratabasis priortobeingappliedtothepayment ofthe Loanofsuch DefaultingLender until such time as the Loan held by the Lenders pro rata in accordance with the Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied(or held)topay amounts owedbya DefaultingLender pursuanttothisSection shallbedeemedpaidtoandredirectedbysuchDefaultingLender, and each Lender irrevocably consents hereto.

(b)

DefaultingLenderCure.IftheBorrowersandtheAdministrativeAgentagreein writingthataLenderisnolongeraDefaultingLender,theAdministrativeAgent willsonotifythe parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion oftheoutstandingLoanoftheotherLendersortakesuchotheractionsastheAdministrativeAgent may determineto benecessary to causethe Loan to beheld pro rata by theLenders in accordance with the Commitments, 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 Borrowers while that Lender was a Defaulting Lender; and 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.

2.17

Extension ofStated Maturity Date.Solongas no Event of Default shall have occurred andbecontinuingonthedateonwhichnoticeisgiveninaccordancewiththefollowingclause(i)oronthe then-effective Stated Maturity Date, Borrowers may extend theStated MaturityDateto adatethat isthree hundred and sixty-four (364) days after the then-effective Stated Maturity Date, no more than one time, upon:(i)deliveryofawrittenrequesttherefortoAdministrativeAgentatleastthirty(30)days,butnomore than ninety (90)days,priorto theStated Maturity Datethen in effect; (ii)receipt by AdministrativeAgent of a certificate of Borrowers dated thedate of such request stating that (A)no Default orEvent of Default then exists and is continuing and (B)Borrowers are incompliance with the covenants set forth in Article

VIandArticleVIIofthisAgreement.Suchextensionshallbeevidencedbydeliveryofwrittenconfirmation ofthesamebyAdministrativeAgenttoBorrowers. Fortheavoidanceofdoubt,asoftheClosingDate,the Borrowers have one extension available to them pursuant to this Section 2.17.

ARTICLEIII. TAXES.

3.01

Taxes.

(a)

Defined Terms. For purposes of this Section 3.01, the term “applicable Law” includes FATCA.

(b)

PaymentsFreeofTaxes.

(i)

AnyandallpaymentsbyoronaccountofanyobligationofanyLoanParty underanyLoanDocumentshallbemadewithoutdeductionorwithholdingforanyTaxes, except as required by applicable Laws.

(ii)

If any Loan Party shall be required by applicable Law (as determined in the good faith discretion of such Loan Party) to withhold or deduct any Taxes from any payment byoronaccount ofanyobligationofsuchLoan Party, then(A)suchLoanParty shall withholdormakesuchdeductions as aredetermined bytheapplicable LoanPartyto berequired,and(B)theapplicableLoanPartyshalltimelypaythefullamountwithheldor deducted to the relevant Governmental Authority in accordance with applicable Law.

(c)

Increased Amount. If anyLoanPartyis requiredby applicable Law todeduct or withhold any Taxes from such payments and such Tax is an Indemnified Tax, then the amount payable by such Loan Party shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable under this Section3.01), AdministrativeAgent receives an amount equal tothe amount it would have received had no such deduction been made.

(d)

Other Taxes. In addition, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(e)

Indemnification by the Borrower. The Borrowers shall indemnify Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of anyIndemnified Taxes(including IndemnifiedTax imposedon or attributable to amounts payable under this Section 3.01) paid or payable by the Administrative Agent on or with respect to an amount payable by the Borrowers under or in respect to this Agreement or under any other Loan Document (or required to be withheld or deducted from any suchamountpaidtotheAdministrativeAgent),togetherwithanypenalties,interestandreasonable expenses arising therefrom and with respect thereto, whether or not such Indemnified Taxes were correctlyorlegallyimposedorassertedbytherelevantGovernmentalAuthority.Acertificatefrom the AdministrativeAgent as totheamount ofsuchpayment orliabilitydeliveredtotheBorrowers by the Administrative Agent shall be conclusive absent manifest error.

(f)

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributabletosuchLender(butonlytotheextentthattheBorrowers havenotalreadyindemnified the Administrative Agent forsuch Indemnified Taxes andwithout limiting the obligation of the

Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.07(g) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the AdministrativeAgentinconnectionwithanyLoanDocument,andanyreasonableexpensesarising therefrom or with respect thereto, whether or not suchTaxes were correctly or legallyimposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment orliabilitydeliveredtoanyLenderbytheAdministrativeAgentshallbeconclusiveabsentmanifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts atany timeowingto such Lender underany Loan Document orotherwisepayablebythe Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 3.01(f).

(g)

EvidenceofPayments.UponrequestbyAdministrativeAgent,afteranypayment of Taxes by the Borrowers to a Governmental Authority as provided in this Section 3.01, the Borrowers shall delivertoAdministrativeAgent theoriginal or acertified copyofa receiptissued bysuchGovernmentalAuthorityevidencingsuchpayment,acopyofanyreturnrequiredbyLaws toreportsuchpaymentorotherevidenceofsuchpaymentreasonablysatisfactorytoAdministrative Agent.

(h)

StatusofLenders.

(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 theBorrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentationreasonablyrequestedbytheBorrowersortheAdministrativeAgentaswill permit suchpaymentstobemadewithoutwithholdingorat areducedrateofwithholding. In addition, any Lender, if reasonably requested by the Borrowers or the Administrative Agent,shalldeliversuchotherdocumentationprescribedbyapplicableLaworreasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contraryintheprecedingtwosentences,thecompletion,executionandsubmissionofsuch documentation (other than such documentation set forth in paragraphs (h)(ii)(A), (ii)(B) and (ii)(D) of this Section) 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)

Withoutlimitingthegeneralityoftheforegoing,

(A)

anyLenderthatisaU.S.PersonshalldelivertotheBorrowersand the Administrative Agent on or about the date on which such Lender becomes a LenderunderthisAgreement(andfromtimetotimethereafteruponthereasonable request of the Borrowers 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)

Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or the Administrative Agent), whichever of the following is applicable:

(1)

inthecaseofaForeignLenderclaimingthebenefitsofan income tax treaty to which the United States is aparty (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemptionfrom,orreductionof,U.S.federalwithholdingTaxpursuantto the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, 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)

executedcopiesofIRSFormW-8ECI;

(3)

in the case of a Foreign Lender claiming the benefits of theexemptionforportfoliointerestunderSection881(c) oftheCode,(x)a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is not a “bank” within the meaning ofSection 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrowers within the meaning of Section871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W 8BEN-E, as applicable; or

(4)

totheextentaForeignLenderisnotthebeneficialowner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender isapartnershipandoneormoredirectorindirectpartnersofsuchForeign Lenderareclaimingtheportfoliointerestexemption,suchForeignLender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-4 on behalf of each such direct and indirect partner;

(C)

any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or about 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 Borrowers or the Administrative Agent),executedcopiesofanyotherformprescribedbyapplicableLawasabasis for claimingexemptionfromorareductioninU.S. federal withholdingTax, duly completed,togetherwithsuchsupplementarydocumentationasmaybeprescribed by applicable Law to permit the Borrowers 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 containedin Section 1471(b) or 1472(b) of theCode, as applicable), such Lender shall deliver to the Borrowers and the Administrative

Agent at thetimeortimesprescribedbylawandat such timeortimesreasonably requested by the Borrowers or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or the Administrative Agent as may be necessary for theBorrowersandtheAdministrativeAgenttocomplywiththeirobligationsunder FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

EachLenderagreesthatifanyformorcertificationitpreviouslydeliveredexpires or becomes obsoleteorinaccurateinanyrespect, itshall updatesuchform orcertification or promptly notify the Borrowers and the Administrative Agent in writing of its legal inability to do so.

(i)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnifiedpursuanttothisSection3.01(includingbythepaymentofadditionalamountspursuant to this Section 3.01), it shall pay to the indemnifying party an amount equal to such refund (but onlytotheextentof indemnitypaymentsmadeunderthisSectionwithrespecttotheTaxes giving rise tosuchrefund), net ofall out-of-pocket expenses (includingTaxes) ofsuchindemnifiedparty and without interest (other than any interest paid by the relevant Governmental Authority with respecttosuchrefund).Suchindemnifyingparty,upontherequestofsuchindemnifiedparty,shall repay to such indemnified party the amount paid over pursuant to this paragraph (i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (i) the payment ofwhichwouldplacetheindemnifiedpartyinalessfavorablenetafter-Taxpositionthan the indemnified party 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 paymentsoradditionalamountswithrespecttosuchTaxhadneverbeenpaid.Thisparagraphshall not be construed to require any indemnified party to make available its Tax returns (or any other information relating toits Taxes that it deems confidential)to theindemnifying party or any other Person.

3.02

IncreasedCosts.

(a)

IncreasedCostsGenerally.IfanyChangeinLawshall:

(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 (except any reserve requirement);

(ii)

subject Administrative Agent or any Lender to any Tax (except for Indemnified Taxes and Excluded 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 Administrative Agent or any Lender any other condition affecting this Agreement or the Loan made by Lenders;

and the result of any of the foregoing shall be to increase the cost to any Lender of making or maintaining the Loan (or of maintaining its obligation to make the Loan) or to reduce the amount ofanysumreceivedorreceivablebyAdministrativeAgenthereunder(whetherofprincipal,interest or any other amount) then, upon request of Administrative Agent, the Borrowers will pay to AdministrativeAgentsuchadditionalamountoramountsaswillcompensateAdministrativeAgent and Lender for such additional costs incurred or reduction suffered.

(b)

Capital Requirements. If any Lender determines that any Change in Law affectingsuchLenderoranyLendingOfficeofsuchLenderorsuchLender’sholdingcompany,if any, regarding capital requirements has or would have the effect of reducing the rate of return on suchLender’scapitaloronthecapitalofsuchLender’sholdingcompany,ifany,asaconsequence of this Agreement, the Commitment of such Lender or the Loan made by such Lender to a level belowthatwhichsuchLenderorsuchLender’sholdingcompanycouldhaveachievedbutforsuch Change in Law (taking into consideration such Lender’s policies and the policies of Lender’s holdingcompanywith respecttocapital adequacy),then fromtimetotimetheBorrowers will pay tosuchLendersuchadditionalamountoramountsaswillcompensatesuchLenderorsuchLender’s holding company for any such reduction suffered.

(c)

Certificates for Reimbursement. A certificate of a Lender, prepared in good faith,settingforthinreasonabledetailthebasisforcalculatingtheamountoramountsnecessaryto compensate suchLender or its holding company, as the case maybe, as specified in subsection

(a) or (b)of this Section 3.02 and delivered to the Borrowers shall be conclusive absent manifest error.TheBorrowersshallpaysuchLendertheamountshownasdueonanysuchcertificatewithin 10 days after receipt thereof.

(d)

Delay in Requests. Failure or delay on the part of any Lender to demand compensationpursuanttotheforegoingprovisionsofthisSection 3.02shallnotconstituteawaiver of such Lender’s right to demand such compensation; providedthat the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductionssufferedmorethanninemonthspriortothedatethatsuchLendernotifiestheBorrowers of the Change in Law giving rise to such increased costs or reductions, and of such Lender’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).

3.03

MitigationofObligations;ReplacementofLenders.

(a)

DesignationofaDifferentLendingOffice.IfanyLenderrequestscompensation under Section3.02, or requires Borrowers topay any Indemnified Taxes oradditional amounts to anyLenderoranyGovernmentalAuthorityfortheaccountofanyLenderpursuanttoSection3.01, thensuchLender shall(attherequestofBorrowers)use reasonable effortstodesignateadifferent Lending Office for funding or booking the Loan under this Agreement or to assign its rights and obligationsunderthisAgreementtoanotherofitsoffices,branchesoraffiliates,if,inthejudgment

of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuanttoSection3.01orSection3.02,asthecasemaybe,inthefuture,and(ii)wouldnotsubject such Lender to any unreimbursed cost or expense and would not otherwise bedisadvantageous to such Lender.Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)

Replacement of Lenders; Prepayment.If any Lender requests compensation under Section 3.02, or if Borrowers are 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 3.03(a), or if any Lender is a Defaulting Lender or a Non-ConsentingLender,thenBorrowersmay,attheirsoleexpenseandeffort,uponnoticetosuch Lender and the Administrative Agent, (i) prepay, without any fee or penalty, the outstanding principalofsuchLender’sproratashareoftheLoanplusaccruedinterestthereonor(ii)subjectto the provision below, require such Lender to assign and delegate, without recourse (in accordance withandsubjecttotherestrictionscontainedin,andconsentsrequiredby,Section11.07),allofits interests, rights (other than its existing rights to payments pursuant to Section3.01 orSection 3.02) andobligationsunderthisAgreementandtherelatedLoanDocumentstoanassignee thatshall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)

such Lender shall have received payment of an amount equal to the outstanding principal of its pro rata share of the Loan, accrued interest thereon, accrued fees and all other amounts payable to it under this Agreement and under the other Loan Documents from the assignee (to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts);

(ii)

inthecaseofanysuchassignmentresultingfromaclaimforcompensation under Section 3.02 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iii)

suchassignmentdoesnotconflictwithapplicableLaw;and

(iv)

in the case of any 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 requiredtomake anysuchassignment ordelegationif, prior thereto, as aresult ofa waiverbysuchLenderorotherwise,thecircumstancesentitlingBorrowers torequiresuchassignmentand delegation cease to apply.

3.04

Requests for Compensation.A certificate of any Lender claiming compensation under thisArticleIIIandsettingouttheadditionalamountoramountstobepaidtoitunderthis Agreementshall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attributionmethods. Borrowers shall pay suchLender the amount shown as due on any such certificate within ninety (90) days after receipt thereof.

3.05

Survival. Each party’s obligations under this Article III shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

ARTICLEIV.

CONDITIONSPRECEDENTTOTHELOAN.

4.01

ConditionstotheLoan.TheobligationofLenderstomaketheLoanhereunderissubject to satisfaction of the following conditions precedent:

(a)

Administrative Agent’s receipt of the following, eachof which shall be originals, copies thereof in PDF format or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowers, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the ClosingDate)andeachinformandsubstancereasonablysatisfactorytoAdministrativeAgentand its legal counsel:

(i)

dulyexecutedcounterpartsofthisAgreement;

(ii)

theNote;

(iii)

theCollateralDocuments;

(iv)

reserved;

(v)

thecertifiedcopiesoftheOrganizationDocumentsoftheBorrowers;

(vi)

reserved;

(vii)

suchcertificatesofresolutionsorotheraction,incumbencycertificatesand other certificates of Responsible Officers of the Borrowers or trustee of the Dugaboy Investment Trust as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer or trustee thereof authorized to act as a Responsible Officer or trustee in connection with this Agreement and the other Loan Documents;

(viii)

certificates evidencing that each Borrower is in good standing (or an analogous status) in its jurisdiction of formation;

(ix)

certificates attesting to the Solvency of Borrowers (on a consolidated basis) before and after giving effect to the Loan, from each Borrower’s Responsible Officer;

(x)

a certificate of a Responsible Officer of Borrowers either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery andperformance byeachBorrowerandthevalidityagainsteachBorrower ofthe Loan Documentstowhichit is a party, andsuchconsents,licenses and approvalsshall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(xi)

a certificate signed by a Responsible Officer of Borrowers certifyingthat there has been no event or circumstance since the date of the Financials that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(xii)

adulycompletedproformaComplianceCertificateasoftheClosingDate signed by a Responsible Officer of the Borrowers;

(xiii)

acopyoftheFinancialsasofarecentdateacceptabletotheAdministrative

Agent, certified by a Responsible Officer of the Borrowers;

(xiv)

an opinion of Haynes and Boone, LLP, addressed to the Administrative AgentandLenders,datedasoftheClosingDate,andcoveringmattersthatcustomarilyare addressed in connection with the transactions contemplated by this Agreement;

(xv)

the results of Lien searches (including, to the extent required by Administrative Agent, a search as to judgments, pending litigation, bankruptcy, and tax matters), in form and substance reasonably satisfactory to Administrative Agent, made against each Borrower under the UCC (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under theUCC or equivalent should be made to evidence or perfect security interests in all assets ofeach Borrower, indicating, among other things, that the assets of such parties that are intended Collateral hereunder are free and clear of any Lien (except for Permitted Liens);

(xvi)

confirmation that the Senior Loan has closed or is closing contemporaneously with the Closing Date Acquisition; and

(b)

Anyreasonableanddocumentedfeesandexpensesrequiredtobepaidonorbefore the Closing Date shall have been paid.

(c)

NoDefaultorEventofDefaultshallexist,orwouldresultfromtheLoanfromthe application of the proceeds thereof.

(d)

AdministrativeAgentshallhavereceivedaNoticeofBorrowinginaccordance with the requirements hereof.

(e)

BorrowersshallhaveestablishedtheDSTSalesProceedsAccount.

The Notice of Borrowing submitted by the Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in thisSection 4.01 have been satisfied on andas of the date of the Loan.

ARTICLEV.

REPRESENTATIONSANDWARRANTIESOFTHEBORROWER.

The Borrowers represent and warrant to Administrative Agent andthe Lenders onthe date hereof and on the date of the Loan that:

5.01

Existence,QualificationandPower.EachLoanPartyisdulyorganized,validlyexisting, andingoodstandingundertheLawsofthejurisdictionin whichitisorganized,formedorincorporated(as applicable).Each LoanPartyis properlylicensed, and,ingoodstandingandincompliance withfictitious name statutes in each such jurisdiction where the nature of its activities requires such compliance or licensing and where such failure to do so materially and adversely effects Administrative Agent’s or any Lender’s rights under the Loan Documents.

5.02

Authorization;NoContravention.TheexecutionanddeliverybyeachLoanPartyofthe LoanDocumentstowhichitisapartyandeachLoanParty’sperformanceofitsobligationsundertheLoan DocumentsarewithinsuchLoanParty’spowers,havebeen dulyauthorized,donot conflictwithanyofits OrganizationDocuments,andsuchLoanDocumentsdonotconflictwithanyLaw,agreement,orobligation by which such Loan Party is bound. Each Loan Party’s execution, delivery and performance of the Loan Documents to which each is or may be a party have received all, if any, requisite prior approvals of any Governmental Authority.

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, any Loan PartyofthisAgreement,anyotherLoanDocument,anyClosingDateAcquisitionDocumentortheClosing Date Acquisition. EachLoanParty has all licenses, permits and approvals necessary for the conduct of its business.

5.04

BindingEffect.ThisAgreementhasbeen,andeachotherLoanDocument,whendelivered hereunder, will have been, duly executed and delivered by each Loan Partythat is party hereto orthereto, as applicable. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party hereto or thereto, as applicable, enforceableagainst suchLoanPartyinaccordancewithits terms,except asmaybelimitedbybankruptcy, insolvency, examinershipor other laws, noworhereafter ineffect, relatingtoor affectingcreditors’ rights generally or by general principles of equity.

5.05

FinancialStatements;NoMaterialAdverseEffect.

(a)

There is no fact or condition relating to the Loan Documents orthe Loan Parties’ financial condition, business or property that any Loan Party has failed to disclose that could reasonably be expected to result in a Material Adverse Effect.No report, financial statement, certificateorotherinformationfurnishedby,ordeliveredonbehalfof,theLoanParties,atthetime furnished or delivered, contains any known material misstatement of fact or knowingly omits to state any material fact necessary to make the statements therein, taken as a whole, in the light of the circumstances under which they were made, not misleading.

(b)

SincethedateoftheFinancials,therehasbeennoMaterialAdverseEffect.

5.06

EnvironmentalMatters.NofacilityofanyLoanPartyisusedfor,ortotheknowledgeof

any LoanParty has been usedfor, storage, treatment, or disposal ofany Hazardous Substance inviolation of any applicable Environmental Law, other than violations that individually or collectively would not constituteaMaterialAdverseEffect.NoLoanPartyknowsofanyenvironmentalconditionorcircumstance adversely affecting its assets, properties, or operations that could reasonably be expected to result in a Material Adverse Effect.

5.07

Litigation. ExceptasdisclosedtoAdministrativeAgentinwriting,includingasdisclosed onSchedule5.07, noLoanPartyis subjectto,oraware ofthethreat of, anyLitigationinvolvinganyLoan Party which, (a) purports to affect or pertain to this Agreement, any other Loan Document, or any of the transactions contemplatedbytheLoanDocuments, or(b) ifdeterminedadverselytoanyLoanPartycould reasonably be expected to result in a Material Adverse Effect.

5.08

Insurance.TheLoanPartiesmaintaintheinsurancerequiredunderSection6.06.

5.09

Taxes. All material Tax returns of each Loan Party required to be filed have been timely filed (or extensions have been granted) and all material Taxes imposed upon any Loan Party that are due and payable have been paid before delinquency, other than Taxes which are being contested ingoodfaith by lawful proceedings diligently conducted, against which reserve or other provision required by GAAP has been made.

5.10

ERISA.

(a)

Except with regard to events that would not reasonably be expected to result in a MaterialAdverseEffect,(i)eachEmployeePlan(otherthanamultiemployerplan)isincompliance inallmaterial respects withthepresentlyapplicable provisionsofERISAandtheCode, and(ii)is relying upon an IRS favorable advisory opinion letter issued to the institutional sponsor of the volume submitter plan document.

(b)

Each Borrower has fulfilled its obligations, if any, under the minimum funding standards ofERISAandtheCodewithrespect toeachEmployeePlanthatissubject toTitleIVof ERISA, and has not incurred any liability with respect to any such Employee Plan under TitleIV of ERISA.

(c)

There are no claims, actions, or Litigation (including by any Governmental Authority),andtherehasbeennoprohibitedtransactionorviolationofthefiduciaryresponsibility rules,withrespecttoanyEmployeePlanwhichisorcouldreasonablybeexpectedtobeaMaterial Adverse Effect.

(d)

Withrespect toanyEmployeePlansubjecttoTitleIVofERISA:(i) noreportable event has occurred under Section 4043(c) of ERISA for which the Pension Benefit Guaranty Corporationrequires thirty(30)daynotice,(ii)noaction byanyBorrower or anyERISAAffiliate to terminate or withdraw from any Employee Plan has been taken and no notice of intent to terminate an Employee Plan has been filed under Section 4041 of ERISA, (iii) no termination proceedinghasbeencommencedwithrespecttoanEmployeePlanunderSection4042ofERISA, and no event has occurred or condition exists which might constitute grounds for the commencement of such a proceeding.

5.11

Reserved.

5.12

PurposeofFacility.

(a)

TheBorrowers shallusetheproceeds oftheLoantocontributetoNWHforusein the Closing Date Acquisition.

(b)

Notwithstanding the foregoing, no part of the proceeds of the Loan will be used, directly or indirectly, for a purpose that violates any Law, including the provisions of Regulation U of the Federal Reserve Board.

5.13

Liens.NoLienexistsonanyassetofanyLoanParty,otherthanPermittedLiens.

5.14

Debt.NoLoanPartyisanobligoronanyDebt,otherthanPermittedDebt.

5.15

OwnershipofAssets;IntellectualProperty.

(a)

EachLoanPartyhas(i)indefeasibletitletoitsrealproperty,(ii)avestedleasehold interest in all of its leased property, and (iii) good title to its personal property, including without limitation,theCollateral,all asreflected onthemost recently delivered financialstatementsofthe BorrowersanditsSubsidiariesunder,andinaccordancewithSection6.01(exceptforpropertythat has been Disposed of as permitted by Section 7.05).

(b)

To Borrowers’ knowledge, each Loan Party is conducting its business without infringement or claim of infringement of any license, patent, copyright, service mark, trademark, trade name, trade secret orother intellectual propertyrightofothers, other thananyinfringements

or claims that, if successfully asserted against or determined adversely to any Loan Party, could not, individually or collectively, reasonably be expected to result in a Material Adverse Effect.

5.16

Place ofBusiness. Thelocationofeach LoanParty’splace of business or chiefexecutive office is set out on Schedule 5.16.The books and records of each Loan Party are located at its place of business or chief executive office or with its designee as shown on Schedule 5.16.

5.17

Trade Names. Except as disclosed to Administrative Agent, no Loan Party has used or transacted business under any other corporate or trade name in the five-year period preceding the Closing Date(includingnamesofallPersonswithwhichanyLoanPartyhasmergedorconsolidated,orfromwhich any Loan Party has acquired all or substantially all of such Person’s assets).

5.18

MaterialContractsandFundedDebt.NoLoanPartyisapartytoanyMaterialContract, other than the Loan Documents and the Material Contracts disclosed to Administrative Agent, including thoseonSchedule5.18.NoLoanPartyhasbreachedorisindefaultunderanyMaterialContractorFunded Debt obligation beyond any applicable notice and opportunity to cure periods.

5.19

OFAC. EachBorroweris not, noranyofitsSubsidiaries, noranyResponsibleOfficer or, totheirknowledge,anyemployeethereof,isanindividualorentitythatis,orisownedorcontrolledbyany individual or entity that is (i) currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.

5.20

TransactionswithAffiliates.ExceptasdisclosedtoAdministrativeAgent,noLoanParty isapartytoanagreementortransactionwithanyofitsAffiliates(excludingotherLoanParties),otherthan transactions in the ordinary course of business and upon fair and reasonable terms not materially less favorablethanit couldobtainor couldbecomeentitledtoinanarm’s-lengthtransactionwith aPersonthat was not its Affiliate.

5.21

Anti-CorruptionLaws. EachBorrower andeachof itsSubsidiarieshaveconductedtheir businessesincompliancewith(a)theTradingwiththeEnemyAct,theInternationalEmergencyEconomic Powers Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, SubtitleB Chapter V, as amended), (b)theAct and other federal or statelaws relating to “know yourcustomer”andanti-moneylaunderingrulesandregulations,and(c)theUnitedStatesForeignCorrupt PracticesAct(thelawsdescribedintheforegoingclauses (a),(b)and(c),the“ApplicableAnti-Corruption Laws”).

5.22

Beneficial Ownership Certification. The information provided to the Administrative Agent and the Lenders in the then most-current Beneficial Ownership Certification, if any, is true and correct in all respects.

5.23

Solvency. Each Loan Party is, and immediately after consummation of the transactions contemplated by the Loan Documents will be, Solvent.

ARTICLE VI. AFFIRMATIVECOVENANTS.

So long as the Loan or other Obligations hereunder shall remain unpaid or unsatisfied (other than contingentobligationsagainstwhichnoclaimhasbeenasserted),theBorrowersshall, andshall(exceptin the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each other Loan Party to:

6.01

FinancialStatements.DelivertoAdministrativeAgent,informanddetailsatisfactoryto Administrative Agent:

(a)

as soon as available, but in any event by October 31stof the year following the applicable fiscal year of each Borrower (commencing with the fiscal year ended December 31, 2025),anauditedconsolidatedbalancesheetofeachBorrowerasattheendofsuchfiscalyear,and the related consolidated audited statements of income or operations, changes in shareholders’ equity,andcashflowsforsuchfiscalyear,settingforthineachcaseincomparativeformthefigures for the previous fiscal year, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by an independentcertifiedpublicaccountingfirmselectedbytheBorrowers,andreasonablysatisfactory to Administrative Agent (the “Accountants”);

(b)

as soon as available, but in any event within 120 days after the end of each fiscal year (commencing with the fiscal year ended December 31, 2025), an unaudited consolidated balance sheet of each Borrower as at the end of such fiscal year, and the related consolidated statementsofincomeoroperations,changesinshareholders’equity,andcashflowsforsuchfiscal year,settingforthineachcaseincomparativeformthefiguresforthepreviousfiscalyear,certified by aResponsibleOfficer oforonbehalfofeach Borrower withacertificationthat suchfinancials fairly present the financial condition, results of operations, and shareholders’ equity of such Borrower; and

(c)

as soon as available, but in any event within 45 days after the end of each fiscal quarteroftheBorrowers, abalancesheetofeachBorroweranditswhollyownedsubsidiariesasat theendofsuchfiscalquarter(commencingwiththefiscalquarterendedDecember 31, 2025),and the related statements of income or operations and shareholders’ equity, and cash flows for such fiscal quarter, certified by a Responsible Officer of or on behalf of each Borrower with a certification that such financials fairly present the financial condition, results of operations, and shareholders’ equity of such Borrower.

6.02

Certificates; Other Information. Deliver toAdministrativeAgent informanddetail satisfactory to Administrative Agent:

(a)

as soon as available, but in any event within 45 days after the end of each fiscal quarterofBorrowers,adulycompletedComplianceCertificatesignedbyaResponsibleOfficerof Borrowers;

(b)

as soon as available, but in any event within 120days after the end of each fiscal year of Borrowers, a duly completed Compliance Certificate signed by a Responsible Officer of Borrowers;

(c)

as soon as available, but in any event within 30 days after each Borrower’s tax returns have been filed with the appropriate governmental agency, copies of all federal and state

taxreturnsrequiredtobefiledbyeachBorrower,togetherwithevidenceofpaymentofanyandall taxes shown to be due and owing thereunder;

(d)

promptly after request of Administrative Agent in its reasonable credit judgment butnotmoreoftenthanoncepercalendaryear,aCollateralauditconductedatBorrowers’expense byAdministrativeAgentoritsRepresentativesoftheLoanParties’operations,accountsreceivable, accounts payable, and other assets constituting Collateral; provided that, if an Event of Default exists, Administrative Agent or its Representatives may conduct a collateral audit as often as Administrative Agent may request in its sole discretion at Borrowers’ expense; and

(e)

upon the DST’s election to be treated as a fixed investment trust for U.S. federal income tax purposes, or November 30, 2025, whichever is later, the Borrower shall each month thereafter deliver a DST Sales Report no later than 15 days after the last day of the immediately preceding calendar month.

6.03

Notices.PromptlynotifyAdministrativeAgent:

(a)

notice, promptly after any Loan Party receives notice of, or otherwise becomes aware of, (i) the institution of any Litigation involving any Loan Party for which the monetary amountatissueisgreaterthan$250,000,individuallyorintheaggregate,(ii)anymaterialliability orallegedliabilityunderanyEnvironmentalLawarisingoutof,ordirectlyaffecting,theproperties or operations of such Loan Party, (iii) any substantial dispute with any Governmental Authority,

(iv) the incurrence of any material contingent Debt, (v) any Loan Party’s execution of a Material Contract (or any Loan Party’s agreement to execute a Material Contract), and (vi) a Default or EventofDefault,specifyingthenaturethereofandwhatactioneachLoanPartyhastaken,istaking, or proposes to take;

(b)

at least (i) thirty (30) days prior written notice of (A) any proposed relocation of itsplaceofbusinessorprincipalplace ofbusiness,(B)any proposed relocationoftheplace where its books and records relating to accounts and general intangibles are kept, and (C) any change in thename,legalstructure,placeofbusiness,orchiefexecutiveofficeofanyLoanParty,or

(ii)ten(10)dayspriorwrittennoticeofanyproposedrelocationofanyoftheCollateraltoalocation other than those set out on Schedule 5.16;

(c)

at least thirty (30) days prior written notice of any Acquisition or creation of a Subsidiary by any Borrower, or that any Person has become a Subsidiary of any Loan Party. Nothingin this Section6.03(c) shall be construed as permittingthe Acquisitionof, or creation of, a Subsidiary in contravention of this Agreement;

(d)

EachBorrowershallprovideAdministrativeAgentwithatleastten(10)days’prior writtennoticeofsuchBorrower’ssale,assignment,transfer,conveyanceordisposition(whichforthe avoidance of doubt, does not include a maturity of any Collateral) of any of the Collateral; and

(e)

(i) of any change in direct or indirect ownership interests in any Borrower as reported in a “Beneficial Ownership Certification” provided to Administrative Agent or Lenders prior to or in connection with the execution of this Agreement, or (ii) if the individual with significantmanagerialresponsibilityidentifiedinthecertificationceasestohavethatresponsibility oriftheinformationreportedaboutthatindividualchanges;providedthat,eachBorrowerandeach otherLoanPartyagreetoprovidesuchinformationanddocumentationasAdministrativeAgentor

anyLender may requestduring the termof thisAgreementto confirmor update the continued accuracy of the information provided in connection with the foregoing.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action theBorrowershavetakenandproposetotakewithrespectthereto.Eachnoticepursuantto Section6.03(a)(vi)shalldescribewithparticularityanyandallprovisionsofthisAgreement andanyother Loan Document that have been breached.

6.04

Taxes. Promptly pay when due any and all material Taxes, other than Taxes which are being contested in good faith by lawful proceedings diligently conducted, against which reserve or other provision required by GAAP has been made.

6.05

Maintenance of Existence, Assets, and Business. Except as otherwise permitted by Section 7.04, (a)maintain its existence and good standing in its state of organization, and (b) maintain its authority to transact business and good standing (if applicable) in all other jurisdictions where the nature and extentofitsbusinessandproperties requireduequalificationandgoodstandingwherefailuretodoso under this clause (b) would result in a Material Adverse Effect, (c) maintain all licenses, permits and franchises necessary for its business where failure todoso would result ina Material Adverse Effect, and

(d) keepallofitsassetsthatareusefulinandnecessarytoitsbusinessingoodworkingorderandcondition (ordinary wear and tear and damage by insured casualty excepted) and make all necessary repairs and replacements.

6.06

Insurance. Maintain liability insurance with financially sound and reputable insurance companies, not Affiliates of the Borrowers, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses and operating in the same or similar locations.

6.07

Compliance with Laws. Comply with the requirements of all Laws (including fictitious or trade name statutes) and all orders, writs, injunctions and decrees applicable to it or its business or property, except in such instances in which (a) such requirement is contested in good faith by lawful proceedings diligently conducted, against which reserve or other provision required by GAAP has been made, and (b) the failure to comply would not result in a Material Adverse Effect.

6.08

Books and Records. Maintain books, records, and accounts necessary to prepare the financial statements required by Section 6.01.

6.09

InspectionRights.

(a)

Upon reasonable notice to Borrowers, allow Administrative Agent (or its Representatives) at Administrative Agent’s cost and expense during normal business hours or at other mutually agreed upon times to inspect each Loan Party’s properties and examine, and, at Administrative Agent’s cost and expense, make copies of books and records (including without limitation,redactedversionsofthebooks,recordsandreportscoveringtheCollateral),andsolong as no Event of Default has occurred and is continuing, any such inspection shall not occur more thanonetimeduringany12-monthperiod.Notwithstandingtheforegoing,ifAdministrativeAgent desires to view or copy any Borrower’s investor and/or partner lists, Administrative Agent must execute a confidentiality and non-disclosure agreement with each Borrower prior to each Borrower’s disclosure of such information. The Administrative Agent and each Lender hereby acknowledgesandagreesthatitshallnotcontacttheLoanParties’investorsorpartnersatanytime.

(b)

If any of the Loan Parties’ properties, books or records are in the possession of a third party, upon seven (7) Business Days prior written notice to the applicable Loan Party, such Loan PartyshallauthorizethatthirdpartytopermitAdministrativeAgentoritsRepresentativesto

have access to perform inspections, exams or audits and to respond to Administrative Agent’s requests for information concerning suchproperties, books and records atAdministrativeAgent’s cost andexpenseandunlessanEventofDefault hasoccurredandiscontinuing,notmorethanone time during any 12-month period; provided that such Loan Party may, but will not be required by Administrative Agent to, accompany Administrative Agent or its Representative.Administrative Agentmaydiscuss,fromtimetotime,anyoftheLoanParties’affairs,conditionsandfinanceswith its Representatives and certified public accountants.

6.10

UseofProceeds.UsetheproceedsoftheLoanonlyforthepurposesrepresentedinSection

5.12.

6.11

Environmental Laws. Conduct its business so as to comply in all material respects with all applicable Environmental Laws, shall promptly take corrective action to remedy any violation of any Environmental Law, and shall promptly notify Administrative Agent of any claims or demands by any Governmental Authority or Person with respect to any Environmental Law or Hazardous Substance.

6.12

DSTSalesProceedsAccount;BankingRelationship.

(a)

NWH shall, and shall cause InvestCo Sub to, wire or deposit, all applicable net cashproceedsreceivedfromDSTSales(the“DSTSalesProceeds”)andowedtoNWHorInvestCo SubintoaDepositAccountheldatNexBank(the“DSTSalesProceedsAccount”).Uponitsreceipt ofanyDSTSalesProceeds,NWHorInvestCoSubshall promptly(butinanyeventwithintwo(2) Business Days of the end of the calendar month in which such proceeds were paid) deposit the same into the DST Sales Proceeds Account or turn the same over to Administrative Agent to be depositedinthe DSTSalesProceeds Account asCollateral, andpendingsuchdeposit orturnover, NWH and InvestCo Sub shall hold the same in trust for the benefit of Administrative Agent. For the avoidanceof doubt,neither NWHnorInvestCoSubshall direct, authorizeorotherwisepermit any DSTSales Proceedstobedeposited, credited orotherwise includedinanyaccount otherthan the DST Sales Proceeds Account.

(b)

NPA shall establish and maintain its primary operating account with Administrative Agent; provided that, Borrowers may maintain their existing (and may hereafter establishnew)bankingarrangementssolongasBorrowershavedeliveredtoAdministrativeAgent no later than thirty (30) days after the Closing Date, or thirty (30) days after the establishment of such new banking arrangements, as applicable (or in any such case such later date as reasonably agreed to by the Administrative Agent) a Deposit Account Control Agreement over the primary operating account with such bank. Notwithstanding the foregoing or anything to the contrary contained inthis Agreement, intheevent that anewAdministrative Agentisappointedduringthe termoftheLoan,suchnewAdministrativeAgentshallnot,andisherebyprohibitedfrom,requiring that either or both Borrowers move any of their existing or future operating accounts to another bank or lending institution without both Borrowers’ prior written consent, such consent to be granted or withheld in their respective sole discretion.

6.13

CovenanttoGiveSecurity.

(a)

UpontheacquisitionofanyassetsorpropertyconstitutingCollateral byanyLoan Party, such Loan Party shall, at such Loan Party’s expense promptly execute and deliver any and all instruments and documents and take all such other action as Administrative Agent may deem

reasonablynecessaryordesirabletosubjectsuchpropertytotheLiensnoworhereafterintended to be covered by any of the Collateral Documents.

(b)

Promptlyupon request byAdministrative Agent (i) correct any material defect or errorthatmaybediscoveredinanyLoanDocumentorintheexecution,acknowledgment,filingor recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any andallsuchfurther acts,certificates, assurancesand other instruments as Administrative Agent may reasonably require from time to time in order to (A)carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable Law, subjectanyLoanParty’soranyofitsSubsidiaries’(exceptanyForeignSubsidiary’s)assets, rights orinterestsrelatingtotheCollateral totheLiensnoworhereafterintendedtobecovered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority ofanyoftheCollateralDocumentsandanyoftheLiensintendedto becreatedthereunderand

(D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto Administrative Agent the rights granted or now or hereafter intended to be granted to Administrative Agent under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries (except anyForeignSubsidiary)isoristobeaparty,andcauseeachofitsSubsidiaries(exceptanyForeign Subsidiary) to do so.

6.14

ERISA. Promptly during each year (a) pay contributions adequate to meet at least the minimum fundingstandards under ERISAwith respect to each and every EmployeePlanthat issubject to Title IV of ERISA, (b) file each annual report required to be filed pursuant to ERISA in connection with each Employee Plan for each year, and (c) notify Administrative Agent within ten (10) days after the occurrence of any reportable event under Section 4043(c) of ERISA that might constitute grounds for termination of any Employee Plan that is subject to Title IV of ERISA by the Pension Benefit Guaranty CorporationorfortheappointmentbytheappropriateUnitedStatesDistrictCourtofatrusteetoadminister any Employee Plan that is subject to Title IV of ERISA.

6.15

Anti-Corruption Laws. Conduct its businesses in compliance with Applicable Anti-Corruption Laws.

6.16

Reserved.

6.17

MaintenanceofCollateral.TheLoanPartiesshallensurethatAdministrativeAgentshall (subject to the Permitted Liens) have a first priority perfected security interest in, and Lien upon, the Collateral and any and all products and proceeds thereof.

6.18

Debt to Equity Ratio. Beginning on March 31, 2026, and on the last day of each fiscal quarter thereafter (each, a “Measurement Date”) thereafter, each Borrower shall have a Debt to Equity Ratio of no more than 5.00:1.00.

6.19

Interest Coverage Ratio. BeginningonMarch 31, 2026, andoneachMeasurement Date thereafter, each Borrower shall have an Interest Coverage Ratio of no less than 1.00:1.00.

6.20

TotalDeleveragingRatio.BeginningonMarch31,2026,andoneachMeasurementDate thereafter, each Borrower shall have a Total Deleveraging Ratio of no less than 7%.

ARTICLE VII.NEGATIVECOVENANTS.

So long as the Loan or other Obligation hereunder shall remain unpaid or unsatisfied (other than contingent obligations against which no claim has been asserted), the Borrowers shall not, nor shall they permit any other Loan Party (except as otherwise indicated) or any Subsidiary thereof to, directly or indirectly:

7.01

Liens.

(a)

create, incur, assumeorsuffertoexistanyLienuponanyofitsproperty, assetsor revenues, whether now owned or hereafter acquired, other than Permitted Liens; provided, however,thatnotwithstandinganythingtothecontraryherein,InvestCoSubshallnotcreate,incur, assume or suffer to exist any Lien whatsoever; or

(b)

enterintoanyagreement(otherthantheLoanDocuments)prohibitingthecreation or assumption of any Lien upon its assets or revenues or prohibiting or restricting the ability of Borrowers or any Loan Party to amend or otherwise modify this Agreement or any other Loan Document.

7.02

LoansandInvestments.MakeanyInvestmentsorextendcredittoanyotherPerson,

except:

(a)

existingextensionsofcreditdisclosedtoAdministrativeAgentinwriting;

(b)

extensions of credit among the Loan Parties which have recourse liability for the Obligations;

(c)

extensionsofcreditinthenatureofaccountsreceivableornotesreceivablearising from thesale orlease ofgoods orservices intheordinary course ofbusinesstoPersons which are not Affiliates;

(d)

demanddepositaccountsmaintainedintheordinarycourseofbusiness;

(e)

expense accounts for employees in the ordinary course of business which do not, in the aggregate, at any time exceed $25,000;

(f)

transactionspermittedbySection7.03;and

(g)

PermittedInvestments.

7.03

Indebtedness. Create, incur, assume or suffer to exist any Debt, except Permitted Debt; provided, however, that notwithstanding anything to the contrary herein, InvestCo Sub shall not create, incur, assume or suffer to exist any Debt whatsoever.

7.04

Acquisitions, Mergers,and Dissolutions.(i)Acquirealloranysubstantialportionofthe Equity Interest in, Voting Interest in, or assets of, any other Person if an Event of Default exists or would ariseasaresult ofsuchtransaction,(ii)mergeorconsolidatewithanyotherPerson,(iii)liquidate,windup or dissolve (or permit any liquidation or dissolution), (iv)suspend operations, or (v) create or acquire any Subsidiaries except that:

(a)

Any Loan Party (which for purposes of clarification includes, without limitation, aPersonthatwaspermittedorispermittedtobeacquiredinaccordancewiththisAgreement)may mergeorconsolidatewithoracquireEquityInterestsinorassetsofanotherLoanPartyand,inthe

caseofsuchmergerorconsolidationor,inthecaseoftheconveyanceordistributionofallofsuch assets, the non-surviving or selling entity, as the case may be, may be liquidated, wound up or dissolved;providedthat,ifanyBorrowerisapartytosuchAcquisition,mergerorconsolidation,a Borrower must be the purchasing or surviving entity, as applicable.

7.05

Dispositions.MakeanyDispositionorenterintoanyagreementtomakeanyDisposition,

except:

(a)

Dispositions of obsolete or worn out property or assets, whether now owned or hereafter acquired, in the ordinary course of business;

(b)

Dispositionsofinventoryintheordinarycourseofbusiness;

(c)

the Disposition of delinquent accounts receivable in the ordinary course of business for purposes of collection;

(d)

Dispositions ofproperty by any Loan Party to anotherLoan Party orto a wholly-owned Subsidiary; provided that, if the transferor of such property is a Borrower or a Guarantor, the transferee thereof must either be a Borrower or a Guarantor;

(e)

theleasingorsubleasingofassetsintheordinary courseofbusiness;

(f)

DispositionspermittedbysuchLoanParty’sOrganizationDocuments;

(g)

theDSTSales;and

(h)

totheextentpermittedbySection7.04.

7.06

RestrictedPayments.DeclareormakeanyRestrictedPaymentotherthan:

(a)

TaxDistributions;

(b)

Restricted Payments declared or made by any Borrower or any Guarantor to the holder of the Equity Interests in any Borrower, including without limitation, the general partner/managing member of such Borrower;

(c)

RestrictedPaymentsbyaBorroweroraGuarantortoaGuarantor; and

(d)

provided that noDefault orEvent of Default thenexists or wouldarise as a result of such Restricted Payments, other Restricted Payments.

No Loan Party may enter into or permit to exist any arrangement or agreement (other than this Agreement) that prohibits it from paying dividends ormaking other Restricted Payments.With the prior writtenconsentoftheAdministrativeAgent,whichconsentshallnotbeunreasonablywithheld,intheevent of the sale, assignment or maturation of any Collateral and a Loan Party wishes to make a Restricted Paymentinconnectiontherewithorintheevent thataLoan Partywishestosell,assignordissolvetheany Borrower, such Loan Party may submit a written request to the Administrative Agent describing the particularevent andtheconsentrequested,whichtheAdministrativeAgentshallrespondtowithin10(ten) days of receipt of such request. The Loan Parties and Administrative Agent agree to use best efforts to modify the Collateral and terms of this Agreement and any Exhibits and Schedules attached hereto as necessary to accommodate any requests made by a Loan Party pursuant to this Section 7.06.

7.07

ChangeinNatureofBusiness.Engageinanybusiness except thebusinessinwhichit is engaged as of the Closing Date or any related business.

7.08

Transactions with Affiliates. Except as disclosed to Administrative Agent in writing, enterintoanyMaterialContractoranymaterialtransactionwithanyofitsAffiliates(excludingotherLoan Parties)otherthantransactionsintheordinarycourseofbusinesswhichareuponfairandreasonableterms not materially less favorable to such Loan Party than such Loan Party could obtain in an arms’ length transaction with a Person that was not an Affiliate.

7.09

Compliance.

(a)

Violatetheprovisionsof anyLaws applicabletoit, anyagreement to which itisa party, or the provisions of its Organization Documents, if such violations individually or collectively would constitute a Material Adverse Effect;

(b)

modify, repeal, replace or amend any provision ofitsOrganization Documents in any manner which would be adverse to the interests of the Administrative Agent and the Lenders in any material respect; or

(c)

with respect to each of InvestCoSub and DST, modify, repeal, replace or amend any provision of its Organization Documents in any manner which would (i) be adverse to the interests of the Administrative Agent and the Lenders in any material respect or (ii) restrict, delegate, limit, penalize or control the ability to distribute proceeds of any DST Sales to the DST Sales Proceeds Account or to NWH.

7.10

Assignment.

(a)

Assign or transfer any of its rights, duties or obligations under any of the Loan Documents.

(b)

Amend, modify, restate, replace or terminate, or waive any provision of any Deposit Account Control Agreement without Administrative Agent’s prior written consent.

7.11

FiscalYearandAccountingMethods.Changeitsfiscalyearoritsmethodofaccounting (other than immaterial changes in methods or as required by GAAP or pursuant to Section 1.03(b)).

7.12

PrepaymentsofDebt.Voluntarilyprepayprincipalof,orintereston,anyDebt(otherthan the Obligations),ifaDefault or Event ofDefaultexistsor wouldresult aftergivingeffect tosuchpayment or prepayment; or

7.13

Anti-CorruptionLawsandGovernmentRegulations.

(a)

Directly or, to its knowledge, indirectly use the proceeds of the Loan for any purpose which would breach the Applicable Anti-Corruption Laws.

(b)

NotandwillnotpermitanySubsidiaryto,(i)atanytimebeinviolationof(A)any Applicable Anti-Corruption Law, or (B) any other Law if, in the case of this subclause (B), such Loan Party’s violation of such Law would result in (1) any Lender being prohibited from making theLoan,(2)anylimitationontheabilityofanyLendertomaketheLoan,or(3)anyLenderbeing prohibited from otherwise conducting business with any Loan Party, or (ii) fail to provide documentaryandotherevidenceofanyLoanParty’sidentityasmayberequestedby

AdministrativeAgent orany Lenderat anytimetoenableAdministrativeAgentorsuchLenderto verify such Loan Party’s identity orto comply with any applicable Law, including Section326 of the Act.

7.14

Burdensome Agreements. Make any contractual or other agreements with any Person which shall restrict, delegate, limit, penalize or controlthe ability to distributeproceeds of any DST Sales to the DST Sales Proceeds Account or to NWH.

ARTICLEVIII.

EVENTSOFDEFAULTANDREMEDIES.

8.01

EventsofDefault.Anyofthefollowingshallconstitutean“EventofDefault”:

(a)

Non-Payment. The Borrowers or any other Loan Party fail to pay when and as required tobepaidherein(i)anyamountofprincipalorinterestoftheLoan;providedthatthefirst twofailuresinanytwelve-monthperiodshallnotconstituteanEventofDefaultunlesssuchfailure continues foraperiodoffive(5)days,or(ii)within five (5)days afterthesamebecomes due,any commitment or other fee due and payable hereunder or any other amount payable hereunder or under any other Loan Document;

(b)

Specific Covenants. The Borrowers or any other Loan Party fail to perform or observeanyterm,covenantoragreementcontainedinanyof(i)Section6.01,6.02or6.03andsuch failurecontinuesforten(10)daysaftertheearlierofaResponsibleOfficerofBorrowersobtaining knowledgethereoforBorrowersreceivingwrittennoticethereoffromtheAdministrative Agent, (ii) Section6.05(a),6.09,6.12,6.18,6.19,6.20orArticleVII,oranyCollateralDocumentbeyondany noticeorcureperiodprovidedtherein,or(iii)Sections6.13and6.17andsuchfailurecontinuesfor ten (10) days after the earlier of a Responsible Officer of Borrowers obtaining knowledgethereof orreceivingwrittennoticethereoffrom theAdministrativeAgent;providedthat if such default is capable of being cured and such cure is being diligently pursued, such ten-day period shall be extended for an additional twenty (20) days;

(c)

OtherDefaults.AnyLoanPartyfailstoperformorobserveanyothercovenantor agreement(nototherwiseexpresslyspecifiedinthisSection8.01)containedinanyLoanDocument on its part to be performed or observed and such failure continues for thirty (30) days after the earlierofaResponsibleOfficerofBorrowersobtainingknowledgethereofandreceiving thewritten notice thereof from the Administrative Agent; provided that if such default is capable of being cured and such cure is being diligently pursued, such thirty-day period shall be extended for an additional sixty (60) days;

(d)

False Information;Misrepresentation. Anywritten,material informationgiven toAdministrativeAgentoranyLenderbyanyLoanPartyisfalseoranyrepresentationorwarranty madetoAdministrativeAgentoranyLendercontainedinanyLoanDocument,atanytimeproves tohavebeenincorrectinanymaterialrespectwhenmade;providedthatifsuchbreachisreasonably susceptible of cure and does not have a Material Adverse Effect, then no Event of Default shall existsolongasBorrowerscuresaidbreach(i)withinthenoticeandcureperiodprovidedinSection 8.01(a) above for a breach that can be cured by the payment of money, (ii) within the notice and cureperiodprovidedinSection 8.01(b)aboveforabreachofthespecificcovenantsstatedtherein, or (iii) within the notice and cure period provided in Section 8.01(c) above for any other breach;

(e)

Cross-Default. Any Loan Party (i) fails to pay when due (after any applicable grace period) any Debt which (individually or in theaggregate) exceeds $750,000, or any default

exists under anyagreement whichpermits anyPersonto cause anyDebt which(individuallyorin the aggregate) exceeds $750,000 to become due and payable by any Loan Party before its stated maturity;

(f)

Insolvency Proceedings, Etc. Any LoanParty (a) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, other than a voluntary liquidation or dissolution permitted by Section 7.04, (b) becomes a party to or is made the subject of any proceedingprovidedforbyanyDebtorReliefLaw(otherthanasacreditororclaimant),and(i)the petition is not controverted withinten(10)days and is not dismissed within ninety(90) days,or

(ii) anorderforreliefisenteredunderTitle11oftheUnitedStatesCode,(c)makes anassignment for the benefit ofcreditors, (d)fails (or admitsin writing its inability)topayits debts generally as they become due, or (e) a receiver, examiner or liquidator is appointed for any LoanParty or any of their respective assets;

(g)

Judgments. There is entered against any Loan Party (a) a final non-appealable judgment or arbitration award for the payment of money in the amount exceeding $100,000 (individually or in the aggregate and net of applicable insurance if the insurer has accepted coverage)or(b)oneormorenon-monetaryfinalnon-appealablejudgmentsthatcouldbe,orcould reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect, and, in either case enforcement of such judgment or award is not stayed within thirty (30) days after the entry of such final order or award;

(h)

ValidityandEnforceabilityofLoanDocuments.SubjecttoPermittedLiens,any Lien granted under any Collateral Documents ceases to be a first priority Lien on the Collateral. ThevalidityorenforceabilityofanyLoanDocumentatanytimeafteritsexecutionanddeliveryis contestedbyaLoanPartyoraLoanPartydeniesthatithasanyfurtherliabilityorobligationsunder any Loan Document;

(i)

ChangeofControl.ThereoccursanyChangeofControl;or

(j)

MaterialAdverseEffect.TheoccurrenceofaMaterialAdverseEffect.

8.02

Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Administrative Agent may, and shall, upon the direction of the Required Lenders, take any or all of the following actions:

(a)

declare the unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to beimmediatelydueandpayable,withoutpresentment,demand,protestorothernoticeofanykind, all of which are hereby expressly waived by the Borrowers;

(b)

declare the obligation of Lenders to make the Loan to be terminated, whereupon the same shall forthwith terminate;

(c)

exercise all rights and remedies available to it under the Loan Documents or applicable Law;

provided,however,thatupontheoccurrenceofanactualordeemedentryofanorderforreliefwithrespect totheBorrowers undertheBankruptcyCodeoftheUnited States,theunpaidprincipalamountoftheLoan and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of Administrative Agent.

AtsuchtimeasanEventofDefaultisnolongercontinuing,theAdministrativeAgentshallpromptlynotify anycustodian,accountbank,oranyotherPersontowhomtheAdministrativeAgenthasdeliveredaNotice of Exclusive Control (as defined in the applicable Document) or similar notice that such Event of Default no longer exists and canceling any such Notice of Exclusive Control or similar notice.

8.03

Application ofPayments. Followingtheexerciseofremedies by theAdministrativeAgent withrespect totheCollateral (oraftertheLoanhas automaticallybecomeimmediatelydueandpayableas set forth in the proviso to Section 8.02), the proceeds shall be applied by Administrative Agent

(i)first, to the extent of any fees, expenses that are due and payable or, without duplication, amounts that are due and payablebytheBorrowers under indemnification claims, (ii)second(or first, ifclause(i)does not apply), to pay all accrued and unpaid fees, expenses and indemnities of Administrative Agent in its capacityassuch,(iii)third(orsecond,ifclause(i)doesnotapply),tothepaymentofallotherfees,expenses andindemnitiesforwhichAdministrativeAgentoranyLenderisentitledtopaymentbuthavenot yetbeen paidor reimbursed inaccordance withthe LoanDocuments,(iv) fourth(or third, if clause

(i)does not apply), to thepayment of the remaining Obligations; and (v)fifth (or fourth, if clause(i) does not apply), if anysurplus, being delivered to the party lawfully entitled to such surplus (orportion ofsuch surplus).

ARTICLEIX. RESERVED.

ARTICLEX. AGENCY.

10.01

AppointmentandAuthority.

(a)

Each of the Lenders hereby irrevocably appoints NCI to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the AdministrativeAgenttotakesuchactionsonitsbehalfandtoexercisesuchpowersasaredelegated to the AdministrativeAgent by theterms hereof orthereof, together with such actions andpowers as are reasonably incidental thereto. The provisions ofthis Articleare solely for the benefit of the Administrative Agent, the Lenders, and the Borrowers shall not have rights as a third-party beneficiary of any of such provisions. It is understoodand agreed that the useof theterm “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.

(b)

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 DocumentsagainsttheLoanPartiesshallbevestedexclusivelyin,andallactionsandproceedings at law in connection with such enforcement shall be instated and maintained exclusively by, AdministrativeAgent in accordance with Section 8.02for the benefit of allthe Lenders; provided thattheforegoingshallnotprohibit(a)theAdministrativeAgentfromexercisingonitsownbehalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.09, or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower under the Bankruptcy Code. Without limiting the generality of the powers of the Administrative Agent, as set forthabove, the Administrative Agent ishereby authorized to act as collateral agent

for each Lender pursuant to each of the Loan Documents.In such capacity, the Administrative AgenthastherighttoexerciseallrightsandremediesavailableundertheLoan,theUCCandother applicable law.The AdministrativeAgent, as agent foritself as the Administrative Agent and for each Lender,shallbeentitledatanysuchsale,tooffsetany oftheObligationsagainstthepurchase pricepayablebytheAdministrativeAgentatsuchsaleortootherwiseconsenttoareductionofthe Obligations as consideration to the applicable Loan Party in connection with such sale.The AdministrativeAgentshall havetheauthoritytotakesuch other actions(eitherdirectlyorthrough one or more acquisition vehicles) as it may deem necessary or desirable to consummate a sale of the type described in the immediately preceding sentences.The Administrative Agent shall have the authority to accept non-cash consideration in connection with the sale or other disposition of the Collateral, whether the purchaser is the Administrative Agent, an entity formed by Administrative Agent as described above or any other Person.Notwithstanding anything to the contrary inthis Agreement,NCIshall not sell, assign,transfer or otherwisedisposeofits rights or obligationsasAdministrativeAgent underthis Agreement withoutthepriorwrittenconsent ofthe Borrowers, such consent to be granted or withheld in their respective sole discretion.

10.02

RightsasaLender.ThePersonservingastheAdministrativeAgenthereundershallhave 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 depositsfrom,lendmoneyto,ownsecuritiesof,actasthefinancialadvisororinanyotheradvisorycapacity for, and generally engage in any kind of business with, the Borrowers 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.

10.03

ExculpatoryProvisions.

(a)

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 administrativeinnature.Withoutlimitingthegeneralityof theforegoing,theAdministrativeAgent:

(i)

shall notbe subject toanyfiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)

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 exerciseasdirectedinwritingbytheRequiredLenders(orsuchothernumberorpercentage of the Lenders asshall beexpressly provided forherein orinthe other Loan Documents); provided that the AdministrativeAgent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose theAdministrative 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 Laworthatmayeffectaforfeiture,modificationorterminationofpropertyofaDefaulting Lender in violation of any Debtor Relief Law; and

(iii)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to

orobtainedbythePersonservingas theAdministrativeAgent oranyofits Affiliates in any capacity.

(b)

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligenceorwillfulmisconductas determinedby acourtof competentjurisdictionbyfinal andnonappealablejudgment.TheAdministrativeAgentshallbedeemednottohaveknowledgeof any DefaultunlessanduntilnoticedescribingsuchDefaultisgiventotheAdministrativeAgentin writing by the Borrowers or a Lender.

(c)

TheAdministrativeAgentshallnotberesponsiblefororhaveanydutytoascertain 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, effectivenessorgenuinenessofthisAgreement,anyotherLoanDocumentoranyotheragreement, instrumentordocument,or(v)thesatisfactionofanyconditionsetforthinArticleIVorelsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.04

Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, andshall not incur anyliabilityforrelyingupon, any notice, request, certificate, 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 bytheproperPerson.TheAdministrativeAgentalsomayrelyuponanystatementmadetoit orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and otherexperts selectedbyit,andshallnotbeliablefor anyactiontakenor nottaken byitinaccordance with the advice of any such counsel, accountants or experts.

10.05

DelegationofDuties.TheAdministrativeAgentmayperformanyandallofitsdutiesand exerciseitsrightsandpowershereunderorunderanyotherLoanDocumentbyorthroughanyoneormore sub agents appointed bytheAdministrativeAgent. TheAdministrativeAgentand anysuch subagentmay 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 oftheAdministrativeAgent and any suchsubagent,andshallapplytotheirrespectiveactivitiesin connection with the syndication of this facility 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.

10.06

ResignationofAdministrativeAgent.

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers. Upon receipt of anysuchnotice of resignation, the Required Lenders

shallhavetheright,withthepriorwrittenconsentoftheBorrowers(solongasnoEventofDefault has occurred and is continuing, in which case, in consultation with the Borrowers), to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall haveacceptedsuchappointmentwithin30daysaftertheretiringAdministrativeAgentgivesnotice ofitsresignation(orsuchearlierdayasshallbeagreedbytheRequiredLenders)(the“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalfoftheLenders,appointasuccessorAdministrativeAgentmeetingthequalificationssetforth above; provided that, in no event shall any such successor Administrative Agent be a Defaulting Lender. Whetherornotasuccessorhas beenappointed,suchresignationshallbecomeeffectivein 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)ofthedefinitionthereof,theRequiredLendersmay,totheextentpermittedbyapplicable Law, bynoticeinwritingtotheBorrowers andsuchPersonremovesuchPersonasAdministrative Agent and, with the prior written consent of the Borrowers (so long as no Event of Default has occurredandiscontinuing,inwhichcase,inconsultationwiththeBorrowers),appointasuccessor. IfnosuchsuccessorshallhavebeensoappointedbytheRequiredLendersandshallhaveaccepted such appointment within30days (orsuch earlier day as shall be agreed bythe Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)

WitheffectfromtheResignationEffectiveDateortheRemovalEffectiveDate(as applicable)(i)theretiringorremovedAdministrativeAgentshallbedischargedfromitsdutiesand obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments 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 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 vestedwithalloftherights,powers,privilegesanddutiesoftheretiringorremovedAdministrative Agent(otherthananyrightstoindemnitypaymentsowedtotheretiringorremovedAdministrative Agent), andtheretiringorremovedAdministrativeAgent shallbedischargedfromallofitsduties andobligations hereunderorundertheotherLoanDocuments.Thefees payablebytheBorrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed AdministrativeAgent’sresignationorremovalhereunderandundertheotherLoanDocuments,the provisions of this Article shall continue in effect for the benefit of such retiring or removed Administrative Agent, its subagents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

10.07

Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and basedonsuch documents and information as it has deemed appropriate, madeits own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their RelatedPartiesandbasedonsuchdocumentsandinformationasitshallfromtimetotimedeemappropriate, continuetomakeits owndecisionsintaking ornot taking action under orbased uponthisAgreement,any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

10.08

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 the Borrowers, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as hereinexpressedorbydeclarationorotherwiseandirrespectiveofwhethertheAdministrativeAgentshall

have made any demand on the Borrowers) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)

to file andprove aclaim forthewhole amount ofthe principal andinterest owing and unpaid in respect of the Loan and all other Obligations that are owing and unpaid and to file such otherdocuments asmay benecessary or advisable inorder tohavethe claims ofthe Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agentsandcounsel andallotheramounts duetheLenders andtheAdministrativeAgentunderthis Agreement) allowed in such judicial proceeding; and

(b)

to collect andreceive any monies orother 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 proceedingisherebyauthorizedbyeachLendertomakesuchpaymentstotheAdministrativeAgent and,intheeventthattheAdministrativeAgentshallconsenttothemakingofsuchpaymentsdirectly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursementsandadvancesoftheAdministrativeAgentanditsagentsandcounsel,andanyotheramounts due the Administrative Agent under this Agreement.

10.09

CollateralMatters.LendersirrevocablyauthorizeAdministrativeAgent,atitsoptionand in its discretion, to (i) release any Lien granted to or held by Administrative Agent under any Collateral Document (A) at such time as no Commitment is outstanding or any Loan or other Obligation remains unpaid, or (B) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Loan Document (it being understood and agreed that Administrative Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other dispositionofpropertybeingmadeinfullcompliancewiththeprovisionsoftheLoanDocuments),

(ii) release or subordinate any Lien granted to or held by Administrative Agent under any Collateral Document, (iii) release any Guarantor of all or any portion of the Obligations if all of the Equity Interests of such Guarantor is sold in a transaction permitted hereunder to the extent that after giving effect to such transaction suchLoanPartywouldnotberequiredtoguaranteeany ObligationpursuanttothisAgreement and (iv) release any Lien granted to or held by Administrative Agent under any Collateral Document in connection with a credit bid or purchase authorized under this Section 10.09. Upon request by AdministrativeAgentatanytime,Lenders willconfirmAdministrativeAgent’sauthoritytoreleaseand/or subordinateparticulartypesoritemsofCollateral pursuant tothisSection10.09.TheLoanPartiesandthe Lenders hereby irrevocably authorize Administrative Agent, based upon the instruction of the Required Lenders, to(i)consent to, credit bidorpurchase (eitherdirectly orindirectlythroughoneormore entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy Code,includingSection 363oftheBankruptcyCode,(ii)creditbidorpurchase(eitherdirectlyorindirectly through one or more entities) all or any portion of the Collateral at any sale or other disposition thereof conductedunder the provisions oftheUCC,includingpursuant toSections 9-610or9-620ofthe UCC, or

(iii) credit bid or purchase (either directly or indirectly through one or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Administrative Agent in accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy.In connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders shall be entitled tobe, andshall be, credit bidon a ratable basis (with Obligations withrespect to

contingentorunliquidatedclaimsbeingestimatedforsuchpurposeifthefixingorliquidationthereofwould notimpairorundulydelaytheabilityofAdministrativeAgenttocreditbidorpurchaseatsuchsaleorother disposition of the Collateral and, if such contingent or unliquidated claims cannot be estimated without impairing or unduly delaying the ability of Administrative Agent to credit bid at such sale or other disposition, then such claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit bid or purchase) and the Lenders whose Obligations are credit bidshallbeentitledtoreceiveinterests(ratablybasedupontheproportionoftheirObligationscreditbidin relation to the aggregate amount of Obligations so credit bid) in the Collateral that is the subject of such credit bidorpurchase(orintheEquityInterests oftheany entitiesthatareusedtoconsummatesuchcredit bid or purchase), and (ii) Administrative Agent, based upon the instruction of the Required Lenders, may accept non-cash consideration, including debt and equity securities issued by any entities used to consummatesuchcreditbidorpurchaseandinconnectiontherewithAdministrativeAgentmayreducethe Obligations owed to the Lenders (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based upon the value of such non-cash consideration.

ARTICLE XI. MISCELLANEOUS.

11.01

Amendments;Etc.

(a)

Neither this Agreement nor any provision of this Agreement may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Borrowers and the Required Lenders or, inthe case ofany other Loan Documents, pursuant toan agreement or agreements in writing entered into by Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent ofsuch Lender, (ii)reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable under this Agreement, without the written consent of eachLenderaffectedthereby,(iii)postponethescheduleddateofpaymentoftheprincipalamount of any Loan, or any interest thereon, or any fees payable under this Agreement, or reduce the amount of, waiveorexcuseanysuchpayment,orpostponethescheduleddateofexpirationofany Commitment, without the written consent of each Lender affected thereby, (iv) alter the pro rata sharing of payments required under this Agreement, without the written consent of each Lender,

(v) change any of the provisions of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend ormodifyanyrightsunderthisAgreement ormakeany determinationorgrant anyconsent under this Agreement, without the written consent of each Lender, (vi)release all or substantially all the Guarantors fromtheir guarantees under their Guaranty except as expressly provided in the Guaranty, or limit the liability of the Guarantors in respect of their Guaranty, without the written consent of each Lender or (vii) release all or substantially all ofthe Collateral without the written consent of each Lender, provided, that nothing herein shall prohibit Administrative Agent from releasinganyCollateral,orrequiretheconsentoftheotherLendersforsuchrelease,ifsuchrelease is expressly permitted under this Agreement or the other Loan Documents; provided that no such agreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent without its prior written consent.

(b)

Notwithstandingtheforegoing, anyprovisionofthisAgreementmaybeamended by an agreement in writing entered into by Borrowers, the Required Lenders and Administrative Agent if(i)bythetermsofsuchagreementtheCommitmentofeachNon-ConsentingLendershall terminateupontheeffectivenessofsuchamendmentand(ii)atthetimesuchamendmentbecomes

effective, each Non-Consenting Lender receives payment in full of the principal of and interest accruedoneachLoanmadebyitandallotheramountsowingtoitoraccruedforitsaccount under this Agreement (other than contingent obligations against which no claim has been asserted).

(c)

Notwithstandinganythingtothecontrary herein, noDefaulting Lender shall have anyrighttoapproveordisapproveanyamendment,waiverorconsentunderthisAgreement,except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender.

(d)

No amendment, modification or waiver of, or consent with respect to, any provisionofthisAgreementoranyotherLoanDocumentshallinanyevent beeffectiveunlessthe sameshallbeinwritingandsignedanddeliveredbytheRequiredLenders andtheBorrowers,and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

11.02

NoticesandOtherCommunications;FacsimileCopies.

(a)

General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices to the applicable party on Schedule11.02; orto such other address, facsimile number or electronic mail address as shall be designated by such party in a notice to the other party. All such notices and other communicationsshallbedeemedtobegivenormadeupontheearliertooccurof(i) actualreceipt by the relevant party hereto and (ii)(A) if delivered by hand or by courier, when signed for by or onbehalf oftherelevantpartyhereto;(B)ifdeliveredbymail,fourBusiness Days after depositin themails,postageprepaid;(C)ifdeliveredbyfacsimile,whensentandreceipthasbeenconfirmed; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection(c)below),whendelivered;provided,however, thatnoticesandothercommunications to Administrative Agent pursuant to Article II shall not be effective until actually received by Administrative Agent. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

(b)

EffectivenessofFacsimileDocumentsandSignatures.LoanDocumentsmaybe transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on the Borrowers, Administrative Agent, and the Lenders. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c)

ReliancebyAdministrativeAgent.AdministrativeAgentshallbeentitledtorely and act upon any notices purportedly given by or on behalf of the Borrowers by a Responsible Officer even if (i) such notices were not made in a manner specified herein, were incomplete or werenotprecededorfollowedbyanyotherformofnoticespecifiedherein,or(ii)thetermsthereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify Administrative Agent, Lender, their Affiliates, and their respective officers, directors, employees, agents and attorneys-in-fact from all losses, costs, expenses and liabilities resulting fromthegoodfaithreliancebysuchPersononeachnoticepurportedlygivenbyoronbehalfofthe Borrowers.

11.03

No Waiver; Cumulative Remedies. No failure or delay by the Administrative Agent or any Lender 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 such right,

remedy,powerorprivilege,oranyabandonmentordiscontinuanceofstepstoenforcesucharightremedy, powerorprivilege,precludeanyotherorfurtherexercisethereofortheexerciseofanyotherrightremedy, powerorprivilege.Therights,remedies,powersandprivilegesoftheAdministrativeAgentandtheLenders hereunder and under the Loan Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that any such Person would otherwise have.

11.04

Attorney Costs, Expenses and Taxes. Each Loan Party agrees (a) to pay or reimburse Administrative Agent and Lenders for all reasonable and documented out-of-pocket costs and expenses incurred inconnectionwiththedevelopment, preparation, negotiationandexecutionof (i)this Agreement and the other Loan Documents, and (ii) any amendment, waiver, consent or other modification of the provisions ofthis Agreement and the other Loan Documents requested by a Loan Party, and (b)to pay or reimburse Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law). The foregoing costs and expenses shallincludeallsearch, filingandrecordingfees related thereto, feespaidtoEgan-JonesRatingCompany (or any successor ratings agency retained by Administrative Agent), and other out-of-pocket expenses incurredbyAdministrativeAgentandthecostofindependentpublicaccountantsandotheroutsideexperts retained by Administrative Agent. All amounts due under this Section 11.04 shall be payable within ten Business Days after demandtherefor and deliverytothe Borrowers ofaninvoicetherefor withreasonable detail.TheagreementsinthisSection 11.04shallsurvivetheterminationoftheAgreementandrepayment, satisfaction or discharge of all other Obligations.

11.05

Indemnification.

(a)

Borrowers shall indemnify and hold harmless Administrative Agent and each LenderontheirownbehalfandonbehalfoftheirAffiliates,andtheirrespectivedirectors,partners, officers, employees, agents, trustees, administrators, managers, advisors and representatives (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages,penalties,claims,demands,actions,judgments,suits,costs,expensesanddisbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii)the Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigationorproceeding relatingtoany oftheforegoing, whetherbased on contract,tortorany other theory (including any investigation of, preparation for, or defense of any pending or threatenedclaim,investigation,litigationorproceeding)andregardlessofwhetheranyIndemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLEORINPART,OUTOFTHECOMPARATIVE,CONTRIBUTORYORSOLE

NEGLIGENCE OR THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction resulted from the gross negligence, breach in bad faith or willful misconduct of such Indemnitee. ThisSection 11.05(a)shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b)

TotheextentthatanyBorrowerforanyreasonfailtoindefeasiblypayanyamount requiredunderSection11.05(a)tobepaidbyittoAdministrativeAgent(oranysub-agentthereof), or anyrelatedpartyofanyoftheforegoing,each LenderseverallyagreestopaytoAdministrative Agent (or any such sub- agent), 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 the percentage of each Lender’s Commitment at such time) of such unpaid amount(includinganysuchunpaidamountinrespectofaclaimassertedbysuchLender);provided that,theunreimbursedexpenseor indemnifiedloss,claim, damage,liabilityorrelatedexpense, as thecasemaybe,wasincurredbyorassertedagainstAdministrativeAgent(oranysuchsub-agent), or against any Related Party ofany ofthe foregoing acting forAdministrative Agent (or any such sub-agent), in connection with such capacity. If any indemnity furnishedto Administrative Agent for any purposeshall,in theopinionofAdministrativeAgent, beinsufficient orbecomeimpaired, Administrative Agent may call for additional indemnity from any Lender and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional indemnity is furnished.

(c)

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the parties shall not assert, and hereby waive, and acknowledge that no other Personshallhave,anyclaimagainstanypartyhereto,onanytheoryofliability,forspecial,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, anyother Loan Document orany agreement or instrumentcontemplatedhereby,thetransactions contemplatedherebyorthereby,anyLoanorthe useoftheproceedsthereof.NoIndemniteereferredtoinSection11.05(a) aboveshallbeliablefor 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 informationtransmissionsystems inconnectionwiththis Agreement, the other Loan Documentsorthetransactionscontemplatedhereby ortherebyotherthanfor direct oractual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(d)

Payments. All amounts due under this Section 11.05 shall be payable not later thantenBusinessDaysafter demandtherefor anddeliverytotheBorrowersofaninvoice therefor with reasonable detail.

(e)

Survival. The agreements in this Section 11.05 and the indemnity provisions of Section 11.05 shall survive the termination of this Agreement and the repayment, satisfaction or discharge of all the Obligations.

11.06

Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent orany Lender, or the AdministrativeAgent 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 settlemententeredintobytheAdministrativeAgentorsuchLenderinitsdiscretion)toberepaidtoatrustee, receiver or anyother party,inconnection withanyproceeding under anyDebtorRelief Laworotherwise, then(a)totheextentofsuchrecovery,theobligationorpartthereoforiginallyintendedtobesatisfiedshall be revived and continued in full force and effect as if such payment had not been made orsuch setoff had not occurred, and (b) each Lender 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 applicable interest rate set forth in Section 2.07 from time to time in effect.

11.07

SuccessorsandAssigns.

(a)

Successors and Assigns Generally. The provisions of this Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of theirrights orobligations hereunder without thepriorwritten consent oftheAdministrativeAgent 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 paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment ofa security interest subject to the restrictions of paragraph (f)of this Section(and any other attempted assignment ortransfer 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 permittedhereby,Participantstotheextentprovidedinparagraph(d)ofthisSection 11.07and,to the extent expresslycontemplatedhereby, theRelatedParties of eachoftheAdministrativeAgent andtheLenders)anylegalorequitableright,remedyorclaimunderorbyreasonofthisAgreement.

(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 (including all or a portionofitsCommitmentandtheLoanatthetimeowingtoit);providedthatanysuchassignment shall be subject to the following conditions:

(i)

Minimum Amounts. The aggregate amount of the Commitment (which for this purpose includes the Loan outstanding thereunder) or, if the Commitment is not thenineffect,theprincipaloutstandingbalanceoftheLoanoftheassigningLendersubject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered tothe Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of theTrade Date) shall not be less than

$5,000,000, unless each of the Administrative Agent and, so long as no Event of Default hasoccurredandiscontinuing,theBorrowersotherwiseconsent(eachsuchconsentnotto be unreasonably conditioned, withheld or delayed).

(ii)

Proportionate Amounts. Each partial assignment shall be made as an assignmentofaproportionatepartofalltheassigningLender’srightsandobligationsunder this Agreement with respect to the Loan or the Commitment assigned.

(iii)

Required Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i) of this Section and, in addition:

(A)

theconsentoftheBorrowers(suchconsentnottobeunreasonably conditioned,withheldordelayed) shallberequiredunless(x)anEvent ofDefault has occurred and is continuing at the time of such assignment, or (y) such assignmentistoaLenderoranAffiliateofaLender; providedthattheBorrowers shallbedeemedtohaveconsentedtoanysuchassignmentunlesstheyshallobject thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and

(B)

the consent of the Administrative Agent (such consent not to be unreasonably conditioned, withheld ordelayed) shall be required for assignments to a Person that is not a Lender or an Affiliate of a Lender.

(iv)

Assignment and Assumption. The parties to each assignment shall executeanddelivertotheAdministrativeAgent anAssignmentandAssumption,together with a processing and recordation fee of $3,500; provided 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 is not a Lender, shall deliver to the Administrative Agent all reasonably requested questionnaires and other diligence documentation.

(v)

No Assignment to Certain Persons. Notwithstanding anything to the contraryinthisAgreement,noassignmentshallbemadeorpermittedto(A)theBorrowers oranyoftheBorrowers’Affiliates orSubsidiaries,(B)to anyDefaultingLenderoranyof itsSubsidiaries, oranyPersonwho, uponbecomingaLender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof, or (C) Acis Capital Management, L.P.; Alvarez & Marsal Holdings, LLC; Farallon Capital Management, LLC; Glacier Lake Capital Advisors; Grosvenor Capital Management, L.P.; HarbourVest Partners LLC; Highland Capital Management, L.P.; Shorewood Management, L.P.; Stonehill Capital Management, LLC; Teneo, including Teneo Global Advisory and Teneo Capital, LLC; UBS,AG;CreditSuisseAG;UBSSecuritiesLLC;oranyAffiliateofanyoftheforegoing.

(vi)

No Assignment to Natural Persons or Non-U.S. Persons. No such assignmentshallbemadeto(1)anaturalPerson(oraholdingcompany,investmentvehicle or trust for, orowned and operated fortheprimary benefit of, anatural Person) or(2)any Personthat (a)is not aU.S.Person(unlesssuchPersoncomplies withthe requirementsof Section 3.01(h)), or (b) is a U.S. Person, but has not complied with the requirements of Section 3.01(h) or otherwise established an exemption from U.S. federal backup withholding.

(vii)

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 partiestotheassignmentshallmakesuchadditionalpaymentstotheAdministrativeAgent in anaggregate amountsufficient,upondistributionthereof as appropriate (whichmaybe

outrightpayment,purchasesbytheassigneeofparticipationsorsubparticipations,orother compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of the Loan previously requested but notfundedbytheDefaultingLender,toeachofwhichtheapplicableassigneeandassignor herebyirrevocablyconsent),to(x) payandsatisfyinfull allpaymentliabilitiesthenowed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata shareoftheLoan.Notwithstandingtheforegoing,intheeventthatanyassignmentofrights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assigneeofsuchinterest shallbedeemedtobeaDefaultingLenderforallpurposesofthis Agreement until such compliance occurs.

SubjecttoacceptanceandrecordingthereofbytheAdministrativeAgentpursuanttoparagraph(c) ofthisSection,fromandaftertheeffectivedatespecifiedineachAssignmentandAssumption,the assigneethereundershallbeapartytothisAgreementand,totheextentoftheinterest assignedby such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,andtheassigningLenderthereundershall,totheextentoftheinterestassignedbysuch Assignment and Assumption, be released from its obligations under this Agreement (and, in the caseofanAssignmentandAssumptioncoveringalloftheassigningLender’srightsandobligations

underthisAgreement,suchLendershallceasetobeapartyhereto)butshallcontinuetobeentitled to the benefits of Section 11.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed bytheaffectedparties,noassignmentbyaDefaultingLenderwillconstituteawaiverorreleaseof anyclaimofanypartyhereunderarisingfromthatLender’shavingbeenaDefaultingLender.Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not complywiththisparagraphshallbetreatedforpurposesofthisAgreementasasalebysuchLender of a participationinsuch rights andobligations in accordance with paragraph (d)of this Section.

(c)

Register.The AdministrativeAgent, actingsolelyforthis purposeas an agent of the Borrowers, shall maintain at one of its offices in the United States of America a copy of each Assignment andAssumptionandeach Lender JoinderAgreement deliveredtoit andaregisterfor the recordation ofthenames andaddresses ofthe Lenders, andthecommitmentsof, andprincipal amounts(andstatedinterest) oftheLoanowingto, each Lenderpursuanttotheterms hereof from timetotime(the“Register”). TheentriesintheRegister shallbeconclusiveabsentmanifest error, and theBorrowers andtheLendersshalltreat eachPerson whose nameisrecordedintheRegister pursuanttothetermshereofasaLenderhereunderforallpurposesofthisAgreement.TheRegister shallbeavailableforinspectionbytheBorrowersandanyLender,atanyreasonabletimeandfrom time to time upon reasonable prior notice.

(d)

Participations.Any Lender may at any time, without the consent of, but with notice to (provided that if a Lender intends to sell a participation to a Person that is not a U.S. Person, such Lender must obtain the consent ofthe Borrowers), the Borrowers, sell participations to any Person (other than a natural Person ortheBorrowers or any oftheBorrowers’ Affiliates or Subsidiaries)(each,a “Participant”)inall oraportionof Lender’s rightsand/orobligationsunder thisAgreement(includingalloraportionoftheLoan);providedthat(i)suchLender’s obligations under this Agreement shall remain unchanged, (ii)such Lender shall remain solely responsible to the Borrowers for the performance of such obligations and (iii) the Borrowers, Administrative Agent, andotherLenders shall continuetodealsolelyanddirectlywithLenderinconnectionwith Lender’s rights and obligations under this Agreement. Subject toSection 11.07(c), the Borrowers agree that each Participant shall be entitled to the benefits ofSection 3.01 to the same extent as if it wereLenderandhadacquireditsinterestbyassignment pursuanttoSection11.07(a)(subjectto therequirementsandlimitationstherein,includingtherequirementsunderSection3.01(h)(itbeing understood that the documentation required under Section 3.01(h) shall be delivered to the participating Lender)).Totheextentpermittedbylaw,each Participantalsoshallbeentitledtothe benefits of Section 11.10 as though it were Lender.

(e)

AParticipantshallnotbeentitledtoreceiveanygreaterpaymentunderSection

3.01 or 3.02 than its participating Lender would have been entitled to receive with respect tothe participation sold to such Participant, unless the entitlement to a greater payment results from a Change in Law that occurs after such Participant acquired its participation.

(f)

Lendermay atanytimepledgeorassign asecurityinterest inall orany portionof its rights under this Agreement to secure obligations of Lender; provided that no such pledge or assignmentshallreleaseLenderfromanyofitsobligationshereunderorsubstituteanysuchpledgee or assignee for Lender as a party hereto.

(g)

Any Lenderthat sells aparticipationshall, actingsolely forthis purposeasanon-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participantandthe principalamounts(andstatedinterest) of eachParticipant’sinterestinthe

Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in anycommitments,loans,lettersofcreditoritsotherobligationsunderanyLoanDocument)toany Personother thantheBorrowers, except totheextentthat suchdisclosureis necessarytoestablish thatsuchcommitment,loan,letterofcreditorotherobligationisinregisteredformunderSection 5f.103-1(c)oftheUnitedStatesTreasury Regulations.Theentries intheParticipantRegistershall 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 Register.

(h)

Joinder.With the prior written consent of the Administrative Agent in its sole discretion,attherequestoftheBorrowers,anewlendermayjointheLoanasaLenderbydelivering a Lender Joinder Agreement to the Administrative Agent, and such new Lender shall assume all rights andobligations ofaLender underthis Agreement andthe otherLoan Documents; provided that:

(i)

theCommitmentofthenewLendershallbeinadditiontotheCommitment of the existing Lenders in effect on the date of such new Lender’s entry;

(ii)

theCommitmentofthenewLendershallbeinaminimumamountof

$5,000,000,orsuchlesseramountagreedtobythe BorrowersandtheAdministrative Agent;

(iii)

such new Lender shall deliver to the Borrowers and the Administrative Agent certificationastoexemptionfrom deductionorwithholdingofTaxesinaccordance with Section 3.01(h); and

(iv)

theparties shallexecuteanddelivertotheAdministrativeAgent aLender Joinder Agreement, any amendment hereto determined necessary or appropriate by the Administrative Agent in connection with such Lender Joinder Agreement, the Borrowers shallexecutesuchnewNotesastheAdministrativeAgentoranyLendermayrequest,and the newLender shalldeliver payment ofaprocessingandrecordation feeof$3,500tothe Administrative Agent, which amount the Administrative Agent may waive in its sole discretion.

11.08

Confidentiality. Administrative Agent and the Lenders agree to maintain the confidentiality oftheInformation (as defined below), except that Informationmay bedisclosed (i)totheir respectiveAffiliatesandtotheirandtheirAffiliates’respectivedirectors,officersandemployeeswhomay need to know such information in connection with their duties relating to the Loan, (ii) to their and their Affiliates’ agents who need to know such information in connection with their duties relating to the Loan andtotheextentthateachsuchagenthasexecutedaconfidentialityagreementwherebysuchindividual(s) agreestotheconfidentialnatureofsuchInformationandtokeepsuchInformationconfidential,(iii)totheir and their attorneys or accountants who are obligated under applicable Law or codes of professional responsibility to maintain the confidentiality of any Information received by them,

(iv)

to the extent requested by any regulatory authority purporting to have jurisdiction over it, (v) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (vi)to any otherpartyhereto,(vii)inconnectionwiththeexerciseofanyremedieshereunderorunderanyotherLoan DocumentoranyactionorproceedingrelatingtothisAgreementoranyotherLoanDocumentorthe

enforcement of rights hereunder or thereunder, (viii) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in or swap counterparty relatingto,oranyprospectiveassigneeoforParticipantinorswapcounterpartyrelatingto,anyofitsrights or obligations under this Agreement, (ix) with the consent of the Borrowers or (x) to the extent such Information(1) becomespubliclyavailableotherthanasaresultofabreachofthisSection 11.08or

(2) becomes available toAdministrative Agent or aLender ona nonconfidential basis from asource other than the Borrowers that is not known to Administrative Agent or such Lender to be subject to a confidentiality obligation in favor of any Loan Party. For purposes of this Section, “Information”means, collectively, all information received from a Loan Party or any of its Subsidiaries or Affiliates relating to the Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such information thatis availabletotheAdministrativeAgent or anyLender on anonconfidential basispriorto disclosure by a Loan Party or any of its Subsidiaries. Any Person required to maintain the confidentiality ofInformationasprovidedinthisSection 11.08shallbeconsideredtohavecompliedwithitsobligationto 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.

11.09

Set-off. In addition to any rights and remedies of Lender provided by law, upon the occurrenceandduringthecontinuanceof anyEventof Default,tobepaidanyamountsduetoitunderany Loan Document, each Lender and each of their respective Affiliates is hereby authorized at any time and fromtimetotime,tothefullestextentpermittedbyapplicableLaw,tosetoffandapplyanyandalldeposits (general or special,timeordemand, provisionalorfinal, inwhatever currency) atanytimeheld, andother obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate, to or for the credit or the account of the Borrowers against any and all of the obligations of the Borrowers now or hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this AgreementoranyotherLoanDocumentandalthoughsuchobligationsoftheBorrowersmaybecontingent orunmaturedorareowedtoabranchofficeorAffiliateofsuchLenderorAffiliateholdingsuchdepositor 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 bepaid over immediately to the Administrative Agent for further application in accordance with this Agreement and, pending such payment, shall besegregated bysuchDefaultingLenderfromitsotherfundsanddeemedheldintrustforthebenefitoftheAdministrative Agent and the Lenders, and (y) theDefaulting Lender shall providepromptly to the Administrative Agent a statement describinginreasonable detail the Obligations owingtosuchDefaultingLender as towhichit exercisedsuchrightofsetoff.TherightsofeachLenderandtheirrespectiveAffiliatesunderthisSectionare inadditiontootherrightsandremedies(includingotherrightsofsetoff)thatsuchLenderortheirrespective Affiliates may have. Each Lender agrees to notify the Borrowers and the Administrative Agent promptly afteranysuchsetoffandapplication;providedthatthefailuretogivesuchnoticeshallnotaffectthevalidity of such setoff and application.

11.10

InterestRateLimitation.NotwithstandinganythingtothecontrarycontainedinanyLoan Document,theinterest paidoragreedtobepaidundertheLoan Documentsshallnotexceed themaximum rateofnon-usuriousinterestpermittedbyapplicableLaw(the“MaximumRate”).IfAdministrativeAgent shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to theprincipal oftheLoanor, ifitexceedssuchunpaidprincipal,refundedtotheBorrowers. Indetermining whether the interest contracted for, charged, or received by Administrative Agent exceeds the Maximum Rate, Administrative Agent may, to the extent permitted by applicable Law, (a) characterize any payment that isnotprincipalas anexpense,fee, orpremiumratherthaninterest,(b)excludevoluntary 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. To the extent that Chapter 303 of the Texas Finance Code is relevant for the purpose of determining the Maximum Rate applicable to a Lender, such Lender elects to determine the applicable rate ceiling under such Chapter by

the“weeklyceiling”fromtimetotimeineffect.Chapter346oftheTexasFinanceCodeshallnotapplyto the Borrowers’ obligations hereunder.

11.11

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constituteone and the sameinstrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

11.12

Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisionsofthisAgreementandthoseofanyotherLoanDocument,theprovisionsofthisAgreementshall control; providedthattheinclusionofsupplementalrightsorremediesinfavorofAdministrativeAgent or any Lender in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

11.13

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 havebeen orwill berelied uponbyAdministrativeAgent andtheLenders, regardless of any investigation made by Administrative Agent or any Lender or on its behalf and notwithstanding that Administrative Agent or a Lender may have had notice orknowledge of any Default atthetimeoftheLoan,andshallcontinueinfullforceandeffectaslongasanyLoanoranyotherObligation hereunder shall remain unpaid or unsatisfied.

11.14

Severability. If any provision of this Agreement or the other Loan Documents is held to beillegal,invalidorunenforceable, (a)thelegality,validityandenforceabilityoftheremainingprovisions 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 orunenforceable provisions with validprovisions theeconomiceffect ofwhich comes as closeaspossibletothat oftheillegal, invalid orunenforceableprovisions.Theinvalidityofaprovision inaparticularjurisdictionshallnotinvalidateor render unenforceable such provision in any other jurisdiction.

11.15

GoverningLaw.

(a)

GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHERINCONTRACTORTORTOROTHERWISE)BASEDUPON,ARISINGOUTOF ORRELATINGTOTHISAGREEMENTORANYOTHERLOANDOCUMENT(EXCEPT,AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY,ANDCONSTRUEDINACCORDANCEWITH,THELAWSOFTHESTATEOFTEXAS, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.

(b)

SUBMISSION TO JURISDICTION. EACH LOAN PARTY HEREBY ACKNOWLEDGESTHAT(I)THENEGOTIATION,EXECUTION,ANDDELIVERYOFTHE LOAN DOCUMENTS CONSTITUTE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF TEXAS, (II) ANYCAUSE OF ACTIONARISING UNDER ANYOF SAID LOAN DOCUMENTSWILLBEACAUSEOFACTIONARISINGFROMSUCHTRANSACTIONOF BUSINESS,AND(III) EACHLOANPARTYUNDERSTANDS,ANTICIPATES,AND

FORESEES THAT ANY ACTION FOR ENFORCEMENT OF PAYMENT OF THE OBLIGATIONS OR THE LOAN DOCUMENTS (OTHER THAN ANY LOAN DOCUMENT GOVERNEDBYIRISHLAW)MAYBEBROUGHTAGAINSTITINTHESTATEOFTEXAS. TO THE EXTENT ALLOWED BY LAW, EACH LOAN PARTY HEREBY SUBMITS TO JURISDICTION IN THE STATE OF TEXAS FOR ANY ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE OBLIGATION OR THE LOAN DOCUMENTS (OTHER THAN ANY LOAN DOCUMENT GOVERNED BY IRISH LAW) AND WAIVES ANY AND ALL RIGHTS UNDER THE LAWS OF ANY STATE OR JURISDICTION TO OBJECT TO JURISDICTION OR VENUE WITHIN HARRIS COUNTY, TEXAS; NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 11.15 SHALL PREVENT ADMINISTRATIVE AGENT OR ANY LENDER FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST ANY BORROWER, ANY GUARANTOR, ANY COLLATERAL, OR ANY OF ANY BORROWER’S OR ANY GUARANTOR’S PROPERTIES IN ANY OTHER COUNTY, STATE, OR JURISDICTION. INITIATINGSUCHACTIONORPROCEEDINGORTAKINGANYSUCHACTIONINANY OTHER STATE OR JURISDICTION SHALL IN NO EVENT CONSTITUTE A WAIVER BY ADMINISTRATIVE AGENT OR SUCH LENDER OF ANY OF THE FOREGOING.

(c)

WAIVER OF VENUE. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT EACH MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTOTHISAGREEMENTORANYOTHERLOANDOCUMENTINANYCOURT REFERREDTOINPARAGRAPH(b) OFTHISSECTION.EACHOFTHEPARTIESHERETO 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.

11.16

WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLYWAIVES,TOTHEFULLESTEXTENTPERMITTEDBYAPPLICABLELAW,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 BASEDONCONTRACT,TORTORANYOTHERTHEORY).EACHPARTYHERETO

(a)

CERTIFIES THATNOREPRESENTATIVE, AGENTORATTORNEYOFANYOTHERPERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT,INTHEEVENTOFLITIGATION,SEEKTOENFORCETHEFOREGOINGWAIVERAND

(b)

ACKNOWLEDGESTHATITANDTHEOTHERPARTIESHERETOHAVEBEENINDUCEDTO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

11.17

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 Borrower acknowledges and agrees, and acknowledgesitsAffiliates’understanding,that:(a)(i) nofiduciary,advisoryoragencyrelationship

between such Borrower and itsSubsidiaries and the AdministrativeAgent or any Lender is intended to be or has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespective of whether the Administrative Agent or any Lender has advised or is advisingsuch Borrower oranySubsidiaryonothermatters,(ii)thearrangingandotherservicesregardingthisAgreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between such Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (iii)suchBorrower has consulteditsown legal,accounting,regulatory andtax advisors totheextent that they have deemed appropriate and (iv) such Borrower is capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b)(i) the Administrative Agent 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 notbeactingasanadvisor,agentorfiduciaryforsuchBorroweroranyofitsAffiliates,oranyotherPerson;

(ii) none of the Administrative Agent and the Lenders has any obligation to such Borrower or any of its Affiliates withrespect tothetransactionscontemplatedherebyexceptthose obligationsexpresslysetforth herein and in the other Loan Documents; and (iii) the Administrative Agent and the Lenders and their respectiveAffiliatesmaybeengaged,fortheirownaccountsortheaccountsofcustomers,inabroadrange oftransactions that involveintereststhatdifferfrom those ofsuchBorrowerandits Affiliates, andnoneof the Administrative Agent and the Lenders has any obligation to disclose any of such interests to such Borrower orits Affiliates.Tothefullestextent permitted byLaw,theBorrowers hereby waiveandrelease any claimsthattheymayhaveagainstanyoftheAdministrativeAgentandtheLenderswithrespecttoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.18

Patriot Act. EachLender herebynotifiestheBorrowers that pursuanttotherequirements 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 each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Act. Each Borrower shall, promptly following a written request by such Lender, provide all documentation and other informationthat 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.

11.19

ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSREPRESENTTHEFINALAGREEMENTBETWEENTHEPARTIESANDMAYNOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

11.20

Acknowledgement and Consent to Bail-In of EEA 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 EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subjecttotheWrite-DownandConversionPowersofanEEAResolutionAuthorityandagreesandconsents to, and acknowledges and agrees to be bound by:

(a)

theapplicationofanyWrite-DownandConversionPowersbyanEEAResolution Authoritytoanysuchliabilitiesarisinghereunderthatmaybepayabletoitbyanypartyheretothat is an EEA Financial Institution; and

(b)

theeffectsofanyBail-inActiononanysuchliability,including,ifapplicable:

(i)

areductioninfullorinpartorcancellationofanysuchliability;

(ii)

a conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridgeinstitutionthatmaybeissuedtoitorotherwiseconferredonit,andthatsuchshares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)

the variation of theterms of such liability in connection with theexercise of the write-down and conversion powers of any EEA Resolution Authority.

11.21

Acknowledgement Regarding Any Supported QFCs.To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any 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 notwithstandingthat the LoanDocuments and anySupported QFC mayinfact be stated tobegovernedbythelawsoftheStateof Texasand/orof theUnitedStatesoranyotherstateoftheUnited States):

(a)

In the event aCovered Entity that is party to aSupported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and thebenefit ofsuch QFC Credit Support (and anyinterest andobligation inorundersuchSupportedQFCandsuchQFCCreditSupport,andanyrightsinpropertysecuring suchSupportedQFCorsuchQFCCreditSupport)fromsuchCoveredPartywillbeeffectivetothe same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)weregovernedbythelawsoftheUnitedStatesorastateoftheUnitedStates.Intheevent aCoveredPartyoraBHCAct AffiliateofaCoveredPartybecomes subject toaproceedingunder aU.S.SpecialResolutionRegime,DefaultRightsundertheLoanDocumentsthatmightotherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Partyarepermittedtobeexercised tonogreaterextent thansuch DefaultRightscouldbe exercisedundertheU.S.SpecialResolutionRegimeiftheSupportedQFCandtheLoanDocuments were governed by the laws of the United States or a state of the United States. Without limitation of theforegoing,it is understood and agreed that rights and remedies oftheparties 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.

(b)

As used in this Section 11.21, the following terms have the following meanings: “BHCActAffiliate”ofapartymeansan“affiliate”(assuchtermisdefinedunder,andinterpreted

inaccordancewith,12U.S.C.1841(k))ofsuchparty.

“CoveredEntity”meansanyofthefollowing:(i)a“coveredentity”asthattermisdefinedin,and interpreted inaccordance with, 12C.F.R. §252.82(b);(ii) a“covered bank”as that term isdefinedin, and interpreted inaccordance with, 12C.F.R. §47.3(b); or(iii) a“covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right”has themeaningassignedtothattermin, andshallbeinterpretedinaccordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC”hasthemeaningassignedtotheterm“qualifiedfinancialcontract”in,andshallbe interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

11.22

ErroneousPayments.

(a)

If the Administrative Agent notifies a Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the AdministrativeAgenthasdeterminedinitssolediscretion(whetherornotafterreceiptofanynotice underimmediatelysucceedingclause(b))thatanyfundsreceivedbysuchPaymentRecipientfrom the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such LenderorotherPaymentRecipientonitsbehalf)(anysuchfunds,whetherreceived as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portionthereof)(provided,that,withoutlimitinganyotherrightsorremedies(whetheratlaworin equity),theAdministrativeAgentmaynotmakeanysuchdemandunderthisclause(a)withrespect to an Erroneous Payment unless such demand is madewithin thirty Business Days of the date of receiptofsuchErroneousPaymentbytheapplicablePaymentRecipient),suchErroneousPayment shall at all times remain the property of the Administrative Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Lender shall (or,withrespect toanyPaymentRecipientwhoreceivedsuchfundsonitsbehalf,shallcause suchPaymentRecipientto)promptly,butinnoeventlaterthantwoBusinessDaysthereafter,return to theAdministrativeAgent theamount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received).Anoticeof the Administrative Agent to any Payment Recipient under thisclause(a)shallbeconclusive, absent manifest error.

Without limiting immediately preceding clause (a), each Lender, or any Person who has received funds on behalf of a Lender such Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates)(x)thatisinadifferentamountthan,oronadifferentdatefrom,thatspecifiedinanotice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) withrespecttosuchpayment,prepaymentorrepayment,(y)thatwasnotprecededoraccompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:

(i)

(A) in thecase ofimmediatelypreceding clauses(x) or(y), anerror shall be presumed to have been made (absent written confirmation from the Administrative Agenttothecontrary)or(B)anerrorhasbeenmade(inthecaseofimmediatelypreceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

such Lender shall (and shall cause any other recipient that receives funds on its respectivebehalfto)promptly(and,inallevents,withinoneBusinessDayofitsknowledge of sucherror) notifytheAdministrative Agent ofits receipt of suchpayment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 11.22.

(b)

Each Lender hereby authorizes the Administrative Agent tosetoff, netand apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributablebytheAdministrative Agent tosuch Lender from anysource, againstany amount due to the Administrative Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf)(such unrecovered amount, an “ErroneousPaymentReturnDeficiency”),upontheAdministrativeAgent’snoticetosuchLender at any time, (i) such Lender shall be deemed to have assigned its Loan (but not its Commitment) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”)inanamountequaltotheErroneousPaymentReturn Deficiency (orsuchlesseramountas theAdministrativeAgentmayspecify)(suchassignment oftheLoan(but notCommitment)ofthe ErroneousPaymentImpactedClass,the“ErroneousPaymentDeficiencyAssignment”)atparplus anyaccruedandunpaidinterest(withtheassignmentfeetobewaivedbytheAdministrativeAgent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an AssignmentandAssumptionbyreferencepursuant toanapprovedelectronicplatformastowhich theAdministrativeAgentandsuchpartiesareparticipants)withrespecttosuchErroneousPayment Deficiency Assignment,andsuch Lendershall deliverany PromissoryNotes evidencingtheLoan totheBorrowersortheAdministrativeAgent,(ii)theAdministrativeAgentastheassigneeLender shallbedeemedtoacquiretheErroneousPaymentDeficiencyAssignment,(iii)uponsuchdeemed acquisition,theAdministrativeAgentastheassigneeLendershallbecomeaLenderhereunderwith respecttosuchErroneousPaymentDeficiencyAssignmentandtheassigningLendershallceaseto beaLenderhereunderwithrespecttosuchErroneousPaymentDeficiencyAssignment,excluding, for theavoidance ofdoubt, its obligationsunder theindemnification provisions ofthis Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loan subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell the Loan if acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the AdministrativeAgentshallretainallotherrights,remedies andclaimsagainstsuchLender(and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitment of any Lender and such Commitment shall remain available in accordance with the terms of this Agreement.In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespectiveofwhethertheAdministrativeAgentmaybeequitablysubrogated,theAdministrative AgentshallbecontractuallysubrogatedtoalltherightsandinterestsoftheapplicableLenderunder the Loan Documents with respect to each Erroneous Payment Return Deficiency.

(c)

The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except,ineachcase,totheextentsuchErroneousPaymentis,andsolelywithrespecttotheamount ofsuchErroneousPaymentthatis,comprisedoffundsreceivedbytheAdministrativeAgentfrom the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim toan Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(d)

Each party’s obligations, agreements and waivers under this Section 11.22 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitment and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

[Signaturesareonthefollowingpages]

SignaturePageto CreditAgreement

INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobedulyexecutedas of the date first above written.

BORROWERS:

NEXPOINTADVISORS,L.P.

By:NexPointAdvisorsGP,LLC



By:	/s/James Dondero
Name:	JamesDondero
Title:	President

NEXPOINTWATERFORDHOLDCO,LLC



By:	/s/PaulRichards
Name:	Paul Richards
Title:	AuthorizedSignatory

SignaturePageto CreditAgreement

ADMINISTRATIVEAGENTANDLENDER:

NEXBANKCAPITAL,INC.,asAdministrativeAgent and a Lender



By:	/s/RhettMiller
Name:	Rhett Miller
Title:	ChiefBankingOfficer

ExhibitA

EXHIBITA

FORMOFTERMLOANNOTE

[Date] FORVALUE RECEIVED, NEXPOINTADVISORS, L.P., aDelaware limitedpartnership, and

NEXPOINT WATERFORD HOLDCO, LLC, a Delaware limited liability company (together, the “Borrowers”)herebypromisetopayto, or its registered assigns (the “Lender”),inaccordancewiththeprovisionsoftheCreditAgreement(ashereinafterdefined),theprincipal sum of AND 00/100 DOLLARS ($) or such lesser amount as shall equal the aggregate unpaid principal amount of the Loan made by the Lender to the Borrowers from time to time under that certain Credit Agreement, dated as of January 14, 2026 (as amended,restated,extended,supplementedorotherwisemodifiedinwritingfromtimetotime,the“Credit Agreement;” the terms defined therein being used herein as therein defined), between the Borrowers, the other Lenders party thereto, and NEXBANK CAPITAL, INC., as administrative agent.

The Borrowers promise to pay interest on the unpaid principal amount of the Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at suchtimesasprovidedintheCreditAgreement.Allpaymentsofprincipalandinterestshallbemadetothe LenderinDollarsinimmediatelyavailablefundsasprovidedintheCreditAgreement.Ifanyamountisnot paidinfull whenduehereunder, suchunpaidamountshall bearinterest,tobepaidupondemand, fromthe duedatethereofuntilthedateofactualpayment(andbeforeaswellasafterjudgment)computedattheper annum rate set forth in the Credit Agreement.

This Term Loan Note (this “Note”) is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty, if any, and is secured by the Collateral (as defined intheCollateral Documents). Upon theoccurrence and continuationofoneormore oftheEventsofDefaultspecifiedintheCreditAgreement,allamountsthenremainingunpaidonthisNote shallbecome,ormaybedeclaredtobe,immediatelydueandpayableasprovidedintheCreditAgreement. The Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business in accordance with the terms of the Credit Agreement; provided that the failure ofthe Lendertomake anysuch recordation shall not affect theobligations of the Borrowers tomakeapaymentwhendueofanyamountowingundertheCreditAgreement orhereunderin respect of the Loan made by the Lender. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loan and payments with respect thereto.

Borrowers, for themselves, their successors and assigns, hereby waive diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THISNOTESHALLBEGOVERNEDBYANDCONSTRUEDINACCORDANCEWITHTHE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS.

SignaturePagetoTermLoanNote



BORROWERS:NEXPOINTADVISORS,L.P.By:NexPointAdvisorsGP,LLC
By:
Name:
Title:



NEXPOINTWATERFORDHOLDCO, LLC
By:
Name:
Title:

LoansandPayments

LOANSANDPAYMENTSWITHRESPECTTHERETO



Date	TypeofLoan Made	Amountof LoanMade	Amountof PrincipalorInterestPaid This Date	Outstanding PrincipalBalanceThis Date	Notation Made By

ExhibitB

EXHIBITB

FORMOFCOMPLIANCECERTIFICATE

[Date]

Financial Statement Date:,

To:NexBank Capital, Inc., as Administrative Agent Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of January 14, 2026 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), by and among NEXPOINT ADVISORS, L.P., a Delaware limited partnership, and NEXPOINT WATERFORD HOLDCO, LLC, a Delaware limited liability company (together, the “Borrowers”), the lenders party thereto, and NEXBANK CAPITAL, INC., as administrative agent (the “Administrative Agent”).

The undersigned Responsible Officer hereby certifies, solely in his/her capacity as a Responsible Officer and not inanindividual capacity and without personal liability, as ofthedate hereof that he/sheis authorizedtoexecute anddeliverthisCompliance Certificate totheAdministrativeAgent onthebehalfof Borrowers, and that:

Borrowers have delivered the financial statements required by [Section6.01(a)][Section 6.01(b)] [Section 6.01(c)] of the Credit Agreement for the fiscal quarter ended as of the above date.

The undersignedhas reviewed andis familiarwiththeterms oftheCredit Agreement and has made or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrowers during the accounting period covered by such financial statements.

[Totheknowledgeoftheundersigned,duringsuchfiscalperiodBorrowersperformedand observedeachcovenantandconditionoftheLoanDocumentsapplicabletoit,andnoEventofDefault has occurred and is continuing.]

--or--

[To the knowledge of the undersigned, the following covenants or conditions have not been performed or observed and the following is alist ofeach such Event of Default and its nature and status:]

Asshownbelow,BorrowersareinfullcompliancewiththeFinancialCovenantscontained in the Credit Agreement.

[Notetopreparer.ThefollowingFinancialCovenantsareprovidedasillustration.TheactualFinancial Covenants must be obtained from the Credit Agreement]

Covenant:DebttoEquityRatioofnomorethan5:00:1:00testedquarterly Calculation:

ExhibitB

DebttoEquityRatio=Debt /Equity:1.00.

DebttoEquityRatioof: 1.00 for period ending .

[BorrowerstoincludespecificcalculationbaseduponformulaoutlinedinCreditAgreement]

Compliance?(YesorNo)

Covenant:InterestCoverageRatioofnolessthan1:00: 1:00testedquarterly Calculation:

InterestCoverageRatio=EBITDA/InterestExpense:1.00.

InterestCoverageRatioof: 1.00 for period ending .

[BorrowerstoincludespecificcalculationbaseduponformulaoutlinedinCreditAgreement]

Compliance?(YesorNo)

Covenant:TotalDeleveragingRatioofnolessthan7%testedquarterly Calculation:

TotalDeleveragingRatio=FreeCashFlow/TotalDebt.

Total DeleveragingRatioof nolessthan7%for periodending.

[BorrowerstoincludespecificcalculationbaseduponformulaoutlinedinCreditAgreement]

Compliance?(YesorNo)

ComplianceCertificate

INWITNESS WHEREOF,theundersignedhaveexecutedthisComplianceCertificateasofthe date first written above.



BORROWERS:NEXPOINTADVISORS,L.P.By:NexPointAdvisorsGP,LLC
By:
Name:
Title:



NEXPOINTWATERFORDHOLDCO, LLC
By:
Name:
Title:

ComplianceCertificate

SignaturePageto

ExhibitC

EXHIBITC RESERVED

ExhibitD–Page

EXHIBITD

NOTICEOFBORROWING

NexBankCapital,Inc.

2515McKinneyAve.,Ste.1100

Dallas, Texas 75201 Attention:MikeMendelow

Email:mike.mendelow@nexbank.com

[Date]

LadiesandGentlemen:

The undersigned Borrowers refer to the Credit Agreement dated as of January 14, 2026 (as from time to time amended, the “Credit Agreement”; the terms defined therein being used herein as therein defined),byandamongNEXPOINTADVISORS,L.P.,aDelawarelimitedpartnership,andNEXPOINT WATERFORDHOLDCO, LLC, a Delaware limited liabilitycompany(together, the “Borrowers”), the lenders party thereto, and NEXBANK CAPITAL, INC., as administrative agent (the “Administrative Agent”), andirrevocably request aLoan bemadepursuant toSection 2.02oftheCredit Agreement,andin that regard sets forth below the information relating to the requested Loan (the “Proposed Borrowing”):

(i)

TheBusinessDay oftheProposedBorrowingis.

(ii)

TheprincipalamountoftheProposedBorrowingis$1.

(iii)

ProceedsoftheProposedBorrowingshallbeusedforthefollowingpurpose:

(iv)

The account towhichproceedsoftheProposedBorrowingshouldbe depositedis as follows:

AccountNo.:

ABA:

SWIFT:

LegalName:

Address:

The undersignedhereby certifies thatthefollowingstatements aretrueonthedatehereof andwill be true on the date of the Proposed Borrowing:

(A)

therepresentations and warranties containedinArticleV of the Credit Agreement orinanyotherLoanDocument aretrueandcorrectinallmaterialrespectsonand as of the date of the Proposed Borrowing, 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 as of such earlier date; and

1Minimumamountof$100,000.

ExhibitD–Page

(B)

noDefaultorEventofDefaultexistsorwouldresultfromtheProposedBorrowing or from the application of the proceeds thereof.

[SignaturePagetoFollow]

NoticeofBorrowing

Verytrulyyours,



NEXPOINTADVISORS,L.P.By:NexPointAdvisorsGP,LLC
By:
Name:
Title:



NEXPOINTWATERFORDHOLDCO, LLC
By:
Name:
Title:

NoticeofBorrowing

SignaturePageto

ExhibitE-

EXHIBITE-1

FORMOFTAXCOMPLIANCECERTIFICATE

(ForForeignLendersThatAreNotPartnershipsForU.S.FederalIncomeTaxPurposes)

Reference is hereby made to the Credit Agreement dated as of January 14, 2026 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among NEXPOINT ADVISORS, L.P., a Delaware limited partnership (“NPA”), and NEXPOINT WATERFORDHOLDCO,LLC,aDelawarelimitedliabilitycompany(“NWH”,andtogetherwithNPA, collectively, the “Borrowers”), the lenders party thereto, and NEXBANK CAPITAL, INC., as administrative agent (the “Administrative Agent”).

Pursuant to the provisions of Section 3.01(h) of the Credit Agreement, the undersigned hereby certifies that (i)itisthesolerecordandbeneficial owner oftheLoan(s)(as wellasanyNote(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii)it is not abank within the meaning of Section 881(c)(3)(A) of the Code, (iii)it is not a ten percent shareholder of either of Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (iv)it is not a controlled foreign corporation related to either of Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersignedhasfurnishedAdministrativeAgentandBorrowerswitha certificateofitsnon-

U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrowers and Administrative Agent, and (2) the undersigned shall have at all times furnishedBorrowersandAdministrativeAgentwithaproperlycompletedandcurrentlyeffectivecertificate in eitherthecalendar year in which each payment is tobe made to theundersigned, orin either ofthetwo calendar years preceding such payments.

Unlessotherwisedefinedherein,termsdefinedintheCreditAgreementandusedhereinshallhave the meanings given to them in the Credit Agreement.



[NAMEOFLENDER]
By:
Name:
Title:
Date: , 20

ExhibitE-

EXHIBITE-2

FORMOFU.S.TAXCOMPLIANCECERTIFICATE

(ForForeignParticipantsThatAreNotPartnershipsForU.S.FederalIncomeTaxPurposes)

Pursuant to the provisions of Section 3.01(h) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providingthiscertificate,(ii) itisnotabankwithinthemeaningofSection 881(c)(3)(A) oftheCode,(iii)it is not a ten percent shareholder of either of Borrowers within the meaning of Section 871(h)(3)(B) of the Code,and(iv)itisnotacontrolledforeigncorporationrelatedtoeitherofBorrowersasdescribedinSection 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person statusonIRSFormW-8BENorIRSFormW-8BEN-E.Byexecutingthiscertificate,theundersignedagrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform suchLenderinwriting,and(2)theundersignedshallhaveatalltimesfurnishedsuchLenderwithaproperly completedandcurrentlyeffectivecertificateineitherthecalendaryearinwhicheachpaymentistobemade to the undersigned, or in either of the two calendar years preceding such payments.

Unlessotherwisedefinedherein,termsdefinedintheCreditAgreementandusedhereinshallhave the meanings given to them in the Credit Agreement.



[NAMEOFPARTICIPANT]
By:
Name:
Title:
Date: , 20

ExhibitE-

EXHIBITE-3

FORMOFU.S.TAXCOMPLIANCECERTIFICATE

(ForForeignParticipantsThatArePartnershipsForU.S.FederalIncomeTaxPurposes)

Pursuant to the provisions of Section 3.01(h) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the solebeneficial owners of such participation,

(iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/membersisabankextendingcreditpursuanttoaloanagreemententeredintointheordinarycourse of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirectpartners/membersisatenpercentshareholderofeitherofBorrowerswithinthemeaningofSection 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to either of Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption:(i)anIRSFormW-8BENorIRSFormW-8BEN-Eor(ii)anIRSFormW-8IMYaccompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned will promptly so inform such Lender and (2) the undersigned will have at all times furnished such Lender with a properly completedandcurrentlyeffectivecertificateineitherthecalendaryearinwhicheachpaymentistobemade to the undersigned, or in either of the two calendar years preceding such payments.

Unlessotherwisedefinedherein,termsdefinedintheCreditAgreementandusedhereinshallhave the meanings given to them in the Credit Agreement.



[NAMEOFPARTICIPANT]
By:
Name:
Title:
Date: , 20

ExhibitE-

EXHIBITE-4

FORMOFU.S.TAXCOMPLIANCECERTIFICATE

(ForForeignLendersThatArePartnershipsForU.S.FederalIncomeTaxPurposes)

Pursuant to the provisions of Section 3.01(h) of the Credit Agreement, the undersigned hereby certifies that(i)itisthesolerecord owneroftheLoan(s)(as well as anyNote(s)evidencingsuchLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficialownersofsuchLoan(s)(aswellasanyNote(s) evidencingsuchLoan(s)),(iii)withrespecttothe extensionofcreditpursuanttotheCreditAgreementoranyotherLoanDocument,neithertheundersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of either of Borrowers within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/membersisacontrolledforeigncorporationrelatedtoeitherofBorrowersasdescribedinSection 881(c)(3)(C) of the Code.

The undersigned has furnished Administrative Agent and Borrowers with IRS Form W-8IMY accompaniedbyoneofthefollowingformsfromeachofitspartners/membersthatisclaimingtheportfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned will promptly so inform Borrowers and Administrative Agent, and (2) the undersigned will have at all times furnishedBorrowersandAdministrativeAgentwithaproperlycompletedandcurrentlyeffectivecertificate in eitherthecalendar year in which each payment is tobe made to theundersigned, orin either ofthetwo calendar years preceding such payments.

Unlessotherwisedefinedherein,termsdefinedintheCreditAgreementandusedhereinshallhave the meanings given to them in the Credit Agreement.



[NAMEOFLENDER]
By:
Name:
Title:
Date: , 20

ExhibitF–Page

EXHIBITF

FORMOFLENDERJOINDERAGREEMENT

This LENDER JOINDER AGREEMENT (this “Joinder”) is made as of [Date]. Reference is herebymadetotheCreditAgreementdatedasofJanuary14,2026(asamended,supplementedorotherwise modified from time to time, the “Credit Agreement”), by and among NEXPOINT ADVISORS, L.P., a Delaware limited partnership (“NPA”), and NEXPOINT WATERFORD HOLDCO, LLC, a Delaware limited liability company (“NWH”, and together with NPA, collectively, the “Borrowers”), the lenders party thereto, and NEXBANK CAPITAL, INC., as administrative agent, (the “Administrative Agent”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The“AdditionalLenders”referredtoonScheduleIagreeasfollows:

Each Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement as a Lender pursuant to Section 11.07(h) of the Credit Agreement.

Each Additional Lender: (a) confirms that it has received a copy of theCredit Agreement and the other Loan Documents (except for copies of other Lenders’ Assignment and Assumptions which are available tothe Additional Lenders uponrequest),and such other documents andinformationasit has deemed appropriatetomakeitsowncreditanalysisanddecisiontoenterintothisJoinder;(b)agrees thatit will,independentlyandwithoutrelianceupontheAdministrativeAgent,oranyotherLenderorAdditional Lender and based on such documents and informationas it shall deem appropriate at thetime, continueto makeitsown credit decisionsintaking ornottaking action undertheCredit Agreement orany other Loan Document; (c) appoints and authorizes theAdministrative Agent totake suchactionas agent onits behalf and to exercise such powers anddiscretion underthe Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion as arereasonablyincidentalthereto; (d)agrees thatit will perform inaccordance withtheirtermsall ofthe obligationsthatbythetermsoftheCreditAgreementarerequiredtobeperformedbyitasaLender;

(e)attaches (or has delivered to the Administrative Agent) completed and signed copies of anyforms that may be required by the United States Internal Revenue Service (together with any additional supporting documentation required pursuant to applicable Treasury Department regulations or such other evidence satisfactory to the Borrowers and the Administrative Agent) in order to certify such Additional Lender’s exemption from United States withholding taxes with respect to any payments ordistributions made or to bemadetosuchAdditionalLenderinrespectoftheLoansorundertheCreditAgreement;and(f)confirms that it is a Qualifying Lender.

Following the execution of this Joinder, a copy will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent.The effective date for this Joinder (the “Effective Date”) shall be the date recited above, unless otherwise specified on Schedule I.

Upon such execution and delivery, as of the EffectiveDate, each Additional Lender shall be aparty totheCredit Agreement and theotherLoanDocuments and havethe rights and obligationsof a Lender thereunder.

ThisJoinderandanyclaim,controversy,disputeorcauseofactionarisingoutoforrelating tothisJoinderandthetransactionscontemplatedherebyshallbegovernedby,andconstruedinaccordance with, the laws of the State of Texas, without reference to its conflicts of law provisions.

ThisJoindermaybeexecutedinanynumberofcounterpartsandbydifferentpartieshereto inseparatecounterparts,eachofwhichwhensoexecutedshallbedeemedtobeanoriginalandallofwhich taken together shall constitute one and the same agreement.Delivery of an executed counterpart of this Joinder by facsimile or email (with a PDF copy attached) shall be effective as delivery of a manually

ExhibitF–Page

executed counterpart of this Joinder.

ExhibitF–Page

[RemainderofPageIntentionallyLeftBlank; Signature Page(s) to Follow.]

Signature Page to LenderJoinderAgreement

INWITNESSWHEREOF,eachAdditionalLenderhascausedthisJoindertobeexecutedbyits officers thereunto duly authorized as of the date first written above.



[ADDITIONALLENDER]
By:
Name:
Title:

Signature Page to LenderJoinderAgreement



ACCEPTEDANDAPPROVED:
NEXBANKCAPITAL,INC.,astheAdministrativeAgent
By:
Name:
Title:

Signature Page to LenderJoinderAgreement

CONSENTEDTO:



BORROWERS:NEXPOINTADVISORS,L.P.By:NexPointAdvisorsGP,LLC
By:
Name:
Title:



NEXPOINTWATERFORDHOLDCO, LLC
By:
Name:
Title:

ExhibitF

SCHEDULEI

to JOINDER



ADDITIONALLENDERS

Lender:	[]
[AdditionalLender’sCommitment:	$[]]
[TotalCommitmentaftergivingeffecttothisJoinder:	$[]]
EffectiveDate(ifotherthandateofJoinder):	[]
Notice Information:	[Name] [Address] Attention: Telephone: Facsimile: Email:



Lender:	[]
[AdditionalLender’sCommitment:	$[]]
[TotalCommitmentaftergivingeffecttothisJoinder:	$[]]
EffectiveDate(ifotherthandateofJoinder):	[]
Notice Information:	[Name] [Address] Attention: Telephone: Facsimile: Email:

ExhibitG–Page

4935-3088-2684v.3

EXHIBITG

FORMOFASSIGNMENTANDASSUMPTION

This Assignment andAssumption(this “Assignment andAssumption”)is dated as of the Effective Dateset forthbelowandis enteredintobyand between[the][each]Assignoridentifiedinitem 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood andagreed that therights andobligations of [theAssignors][theAssignees] hereunderareseveralandnotjoint.]Capitalizedtermsusedbutnotdefinedhereinshallhavethemeanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of whichis herebyacknowledged bythe Assignee.TheStandard Terms andConditions setforthinAnnex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agentascontemplatedbelow(i)allof[theAssignor’s][therespectiveAssignors’]rightsandobligationsin [itscapacityasaLender][theirrespectivecapacitiesasLenders]undertheCreditAgreementandanyother documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii) to the extent permitted to be assigned underapplicablelaw,allclaims,suits,causes ofactionand any otherright of[theAssignor(initscapacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whetherknownorunknown,arisingunderorinconnectionwiththeCreditAgreement,anyotherdocuments orinstrumentsdeliveredpursuanttheretoortheloantransactions governedtherebyorinanywaybasedon or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,statutoryclaimsandallotherclaimsatlaworinequityrelatedtotherightsandobligationssoldand assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to[the][any]Assigneepursuanttoclauses(i)and(ii)abovebeingreferredtohereincollectivelyas,[the][an] “AssignedInterest”).Eachsuchsaleandassignmentiswithoutrecourseto[the][any]Assignorand,except asexpresslyprovidedinthisAssignmentandAssumption,withoutrepresentationorwarrantyby[the][any] Assignor.

Assignor[s]:

Assignee[s]:[ifapplicable,indicateifAssigneeisa Lender, an Affiliate of a Lender or an Approved Fund]

Borrowers:NexPointAdvisors,L.P.,aDelawarelimitedpartnershipandNexPointWaterford Holdco, LLC, a Delaware limited liability company

AdministrativeAgent:NexBankCapital,Inc.,asadministrativeagent undertheCredit Agreement.

Credit Agreement:Credit Agreement dated as of January 14, 2026, among NexPoint Advisors, L.P., a Delaware limited partnership, and NexPoint Waterford Holdco, LLC, a Delaware limited liabilitycompany,togetherasBorrowers,thelendersfromtimetotimepartythereto,andNexBank

ExhibitG–Page

4935-3088-2684v.3

Capital,Inc.,asadministrativeagent,asthesamemaybeamended,restated,orsupplementedfrom time to time.

AssignedInterest[s]:2

ExhibitG–Page

4935-3088-2684v.3



Assignor[s]	Assignee[s]	Facility Assigned	Aggregate AmountofLoansforallLenders	AmountofLoans Assigned	Percentageof Assigned Loans	CUSIPNo.
			$	$	%
			$	$	%
			$	$	%

[7.TradeDate:]

Effective Date: ,20[TOBEINSERTEDBYADMINISTRATIVEAGENTAND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

ThetermssetforthinthisAssignmentandAssumptionareherebyagreed:

ASSIGNOR:

[NAMEOFASSIGNOR]

By:

Name:

Title:

2SeeSection11.07(b)(i)oftheCreditAgreementforminimumamountsforassignments.

ExhibitG–Page

4935-3088-2684v.3

ASSIGNEE:

[NAMEOFASSIGNEE]

By:

Name:

Title:

ExhibitG–Page

4935-3088-2684v.3

[Consentedtoand]Accepted:

NEXPOINT CAPITAL,INC.,

asAdministrativeAgent

By:Name:Rhett Miller

Title:ChiefBankingOfficer

[Consentedto:]

NEXPOINTADVISORS,L.P.,

a Delaware limited partnership By:NexPointAdvisorsGP,LLC

By:Name:

Title

NEXPOINTWATERFORDHOLDCO,LLC,

aDelawarelimitedliabilitycompany

By:Name:

Title:

4935-3088-2684v.3

ExhibitG

ANNEX1TOASSIGNMENTANDASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

RepresentationsandWarranties.

1.1.

Assignor.[The][Each] Assignor (a)represents and warrants that (i)it isthe legal and beneficialownerof[the][therelevant]AssignedInterest,(ii)[the][such]AssignedInterestisfreeandclear ofanylien,encumbranceorotheradverseclaim,(iii)ithasfullpowerandauthority,andhastakenallaction necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplatedherebyand(iv)[The][Each]Assignorrepresents andwarrants that itisaQualifyingLender; and (b) assumesnoresponsibilitywithrespect to(i)any statements, warranties orrepresentationsmade in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder,(iii)thefinancialconditionofBorrower,anyofitsSubsidiariesorAffiliatesoranyotherPerson obligated in respect of any Loan Document or(iv)theperformance or observance by Borrower, any ofits Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.

Assignee.[The][Each] Assignee (a) represents and warrants that (i)it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 11.07(a) and Section 11.07(b)(iii), (v), and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.07(a)orSection 11.07(b)(iii)oftheCredit Agreement), (iii)from andaftertheEffective Date, itshall beboundbytheprovisionsoftheCreditAgreement as aLenderthereunderand, totheextent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, and (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) if it is a foreign lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, dulycompletedandexecuted by[the][such] Assignee and(viii)it is aQualifying Lender; and

(b) agrees that (i) it will, independently and without reliance upon Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents,and(ii)itwillperforminaccordancewiththeirtermsalloftheobligationswhichbytheterms of the Loan Documents are required to be performed by it as a Lender.

Payments.From and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and otheramounts)to[the][therelevant]Assignorforamountswhichhaveaccruedtobutexcludingthe

4935-3088-2684v.3

ExhibitG

EffectiveDateandto[the][therelevant]Assigneeforamountswhichhaveaccruedfromandafterthe Effective Date.

GeneralProvisions.ThisAssignmentandAssumptionshallbebindingupon,andinure to the benefit of, the parties hereto and their respective successors and assigns.This Assignment and Assumptionmaybeexecutedinanynumberofcounterparts,whichtogethershallconstituteoneinstrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shallbeeffectiveasdeliveryofamanuallyexecutedcounterpart ofthisAssignmentandAssumption.This Assignmentand Assumptionshallbegoverned by,andconstrued inaccordancewith,thelaws oftheState of Texas.

4935-3088-2684v.3

ExhibitH

EXHIBITH RESERVED

4935-3088-2684v.3

ExhibitI

EXHIBITI

FORMOFSECURITYAGREEMENT

[Seeattached.]

SECURITYAGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) is executed as of January 14, 2026, by NEXPOINTWATERFORDHOLDCO,LLC, aDelawarelimitedliabilitycompany(“Debtor”), forthe benefit of NEXBANK CAPITAL, INC., as administrative agent (in such capacity together with its successors and assigns, “AdministrativeAgent”) for thebenefit of theSecured Parties(as defined below).

RECITALS

Debtor, Administrative Agent, NexPoint Advisors, L.P., a Delaware limited partnership, and thelenders partythereto (collectively, the“Lenders”) have enteredintothatcertainCreditAgreement dated as of January 14, 2026 (as amended, restated, or supplemented from time to time, the “Credit Agreement”), together with certain other loan documents.

As a condition precedent to Administrative Agent’s and Lenders’ agreement to enter into theCreditAgreement,AdministrativeAgentrequiresthatDebtorexecutethisAgreementtosecureDebtor’s obligations under the Credit Agreement and the other Loan Documents.

The execution and delivery of this Agreement is an integral part of the transactions contemplatedbytheLoanDocumentsandaconditionprecedent toLenders’obligationstoextendcreditor make loans under the Credit Agreement.

AGREEMENTS

Forgoodandvaluableconsideration,thereceiptandsufficiencyofwhicharehereby acknowledged, Debtor covenants and agrees with Administrative Agent as follows:

Certain Definitions.Each capitalized termusedbutnotdefined inthisAgreementhasthe meaning giventhattermintheCreditAgreement.Ifadefined termintheCreditAgreement conflictswith thedefinitiongiventhattermintheUCC,theCreditAgreementdefinitionshallcontroltotheextentallowed by Law.If the definition given aterm in Chapter 9 (or Article 9) of the UCC conflicts with the definition giventhatterminanyotherchapteroftheUCC,theChapter9(orArticle9)definitionshallcontrol.Terms usedinthisAgreementwhicharenotcapitalizedbutaredefinedintheUCChavethemeaningsgiventhem in the UCC.As used in this Agreement, the following terms have the meanings indicated:

“Agreement”meansthisAgreementtogetherwithallschedulesandexhibitsandallamendments, restatements and supplements.

“Collateral”isdefinedinSection3ofthisAgreement. “Debtor”isdefinedinthepreambletothisAgreement.

“DSTSalesProceeds”hasthemeaningspecifiedinCredit Agreement.

“DSTSales ProceedsAccount”hasthemeaningspecifiedintheCredit Agreement andas further described on Schedule 1 attached hereto.

“EventofDefault”means an“EventofDefault”under,andas definedin,theCreditAgreement.

“GovernmentalAuthority”meansanynationorgovernment,anystateorotherpolitical subdivisionthereof,anyagency,authority,instrumentality,regulatorybody,court,administrativetribunal,

centralbankorotherentityexercisingexecutive, legislative, judicial,taxing, regulatoryoradministrative powers or functions of, or pertaining to, government.

“Obligation”meansthe“Obligations”under,andasdefinedin,theCreditAgreement.

“Obligor” means a Person that, with respect to an obligation secured by a security interest in the Collateral, (a) owes payment or other performance on the obligation, (b) has provided property or other securityorcreditsupportotherthantheCollateraltosecurepaymentorotherperformanceoftheobligation, or(c)isotherwiseaccountableinwholeorinpart forpayment orotherperformanceoftheobligation.The term does not include issuers or nominated persons under a letter of credit.

“Secured Parties” means, collectively, the Administrative Agent and each Lender, and, in each case, their respective successors and permitted assigns.

“SecurityInterest”meansthesecurityinterestsgrantedandthetransfers, pledgesandassignments made under Section 3 of this Agreement.

“UCC” means (a) the Uniform Commercial Code, as adopted and in effect from time to time in Texas, and (b) if the UCC provides that the law of another jurisdiction governs certain matters, then, in respect of suchmatters, theUniform Commercial Code as adopted andineffect from timetotime insuch jurisdiction.

Credit Agreement.ThisAgreementisbeingexecutedand delivered pursuanttotheterms and conditions ofthe Credit Agreement.Each Security Interest granted under this Agreement is a “Lien” referred to in the Credit Agreement.

Security Interest.To secure the prompt, unconditional, and complete payment and performanceoftheObligationswhendue,DebtorherebypledgesandassignstoAdministrativeAgent,and grants to Administrative Agent, for the benefit oftheSecured Parties, a continuing securityinterest in, all ofDebtor’sright,titleandinterestin,to,andunderthefollowing,ineachcasewhereverlocatedandwhether now owned or hereafter acquired or created (collectively, the “Collateral”): (i) the DST Sales Proceeds; and (ii) the DST Sales Proceeds Account.

Collateral Security; No Assumption or Modification.The Security Interest is given as securityonly.AdministrativeAgentdoesnotassume,andshallnotbeliablefor,anyofDebtor’sliabilities, dutiesorobligationsunder,orinconnectionwith,theCollateral.AdministrativeAgent’sacceptanceofthis Agreement, orits taking any actionin connection withthis Agreement, does notconstituteAdministrative Agent’sapprovaloftheCollateralorAdministrativeAgent’sassumptionofanyliability,duty,orobligation under,orinconnectionwith,theCollateral.ThisAgreementdoesnotaffectormodifyDebtor’sobligations with respect to the Collateral.

Fraudulent Conveyance.Notwithstanding anything contained in this Agreement to the contrary, Debtor agrees that if, but for the application of this Section 5, the Obligation or any Security Interestwouldconstituteapreferentialtransferunder11U.S.C.§547,afraudulentconveyanceunder 11 U.S.C.§548(oranysuccessorsection ofthat Statute) orafraudulent conveyance ortransferunderany state fraudulent conveyance or fraudulent transfer law or similar Law in effect from time to time (each a “FraudulentConveyance”), thentheObligationandeach affected Security Interest willbeenforceable to the maximum extent possible without causing the Obligation or any Security Interest to be a Fraudulent Conveyance,andshallbedeemedtohavebeenautomaticallyamendedtocarryouttheintentofthisSection 5.

RepresentationsandWarranties.DebtorrepresentsandwarrantstoAdministrativeAgent

that:

(a)

Binding Obligation.The Security Interest in the Collateral created by this Agreement (i) is a valid and bindingobligation ofDebtor in favor of Administrative Agent andis enforceable against Debtor, except as enforceability may be limited by applicable Debtor Relief Laws and general principles of equity, and (ii) will beduly perfected once the action required for perfection under applicable Law has been taken.Once perfected, the Security Interest will constitute a first and prior Lien on the Collateral, subject only to Permitted Liens.The creation, attachment and perfection of the Security Interest does not require the consent of any third party.

(b)

Place of Business; Location of Records.Schedule 2 sets out the following information: (i) the exact name of Debtor, as such name appears in its organizational documents;

(ii) each other name Debtor has used in the past five years, together with the date of the relevant change; (iii) any change in Debtor’s identity or legal structure within the past five years; (iv) all other names (includingtrade names)used by Debtoror any ofits divisions orother business units in connection withtheconductofits businessorownershipofits properties atanytimeinthepast fiveyears;(v)Debtor’sfederaltaxpayeridentificationnumber;and(vi)Debtor’sprincipalplaceof business.

(c)

TitletoCollateral;NoPriorLien.DebtorownstheCollateralfreeandclearofany Lien except for Permitted Liens, and Debtor has not executed any transfer, assignment, pledge or security interest covering the Collateral or any interest in the Collateral.

(d)

No Defenses.TheamountsdueDebtorundertheCollateralare notsubjecttoany material setoff, counterclaim, defense, allowance or adjustment (other than discounts for prompt payment shown on the invoice) or to any material dispute, objection or complaint by any account debtor or other Obligor.

(e)

Existence andOwnershipofPatents andTrademarks.Debtor has full right touse the patents and trademarks that are necessary to its business, and all such patents and trademarks that are owned or licensed: (i) are subsisting and havenot been adjudged or claimed to be invalid or unenforceable(eitherinwholeorinpart) andDebtorisnotaware ofanybasisforsuchaclaim;

(ii) are valid and enforceable; and (iii) as to those that are owned, are in the name of Debtor. Debtor’s right, title and interest inthe patents and trademarks is free and clear of any Liens other than Permitted Liens.

(f)

Registration.To the extent required by applicable law, and only with respect to patents and trademarks that are registered, Debtor has properly completed all required filings, payments, renewals and obligations in the United States Patent and Trademark Offices or the appropriate ForeignFilingOffices, asthecasemaybe,tomaintainsuchpatentsandtrademarks as fully valid and enforceable.

(g)

Third Party Rights.No claim has been made that theownership or use of any of the patents and trademarks, or the manufacture, use or sale of any product made in accordance therewith or service rendered thereunder, does or may violate the rights of any third Person, and Debtorhasnoknowledgeofanythirdpartyrightswhichmaybeinfringedorotherwiseviolatedby the use of any of the patents and trademarks.

(h)

AdditionalCollateral.ThedeliveryatanytimebyDebtortoAdministrativeAgent ofCollateralorofadditionalspecificdescriptionsofcertainCollateralwillconstitutea

representation and warranty by Debtor to Administrative Agent under this Agreement that the representations and warranties of this Section 6 are true and correct with respect to each item of such Collateral.

Covenants.Debtor covenants and agrees with Administrative Agent that until the Obligationisindefeasiblypaidandperformed infull(otherthancontingentobligationsforwhichnoclaim has been made) and all commitments to extend credit under the Credit Agreement have irrevocably terminated, Debtor shall:

(a)

Relocation of Office or Books and Records; Change of Name or Address.Give AdministrativeAgentatleast30dayspriorwrittennoticeof(i)anyproposedrelocationofitsplace ofbusinessorprincipalplaceofbusiness,(ii)anyproposedrelocationoftheplacewhereitsbooks and records relatingtoaccounts andgeneral intangiblesarekept, (iii)achange ofitsnameortype of organizational structure, and (iv) any proposed relocation of any of the Collateral (other than with respect to goods in transit between facilities, temporary warehousing for up to 30 days, or sales of inventory in the ordinary course of business or the sale of other Collateral to the extent permitted by the Credit Agreement).

(b)

MaterialChange.PromptlynotifyAdministrativeAgentinwritingofanychange in any material fact or circumstance represented or warranted by Debtor in this Agreement with respect to any of the Collateral.

(c)

Record of Collateral.Maintain at its principal place of business a current record of the location of all Collateral, permit Administrative Agent or its representatives to inspect and makecopiesfromsuchrecordspursuanttotheCreditAgreementduringreasonablebusinesshours and after ten (10) Business Days’ prior notice and furnish to Administrative Agent, from time to time,suchdocuments,lists,descriptions, certificatesandotherinformationnecessaryor helpfulto keep Administrative Agentinformedwithrespecttothe identity, location, status, condition,terms of, parties to, and value of the Collateral.

(d)

Adverse Claim.Promptly notify Administrative Agent in writing of any claim, action or proceeding challenging the Security Interest or materially affecting title to all or any material portion of the Collateral or the Security Interest and, at Administrative Agent’s request, appear in and defend any such action or proceeding at Debtor’s reasonable expense.

(e)

Hold Collateral In Trust.Upon the occurrence and during the continuation of an Event ofDefault, holdintrust (andnot comminglewith its other assets) forAdministrative Agent allCollateralthatischattelpaper,instrumentsordocumentsatanytimereceivedbyitandpromptly deliver same to Administrative Agent unless Administrative Agent at its option gives Debtor writtenpermissiontoretainsuchCollateral.Upontheoccurrenceandduringthecontinuationofan Event of Default, at Administrative Agent’s request, each contract, chattel paper, instrument or document so retained shall bemarked to statethat itisassigned to AdministrativeAgent and each instrumentshallbeendorsedtotheorderofAdministrativeAgent(butfailuretosomarkorendorse any such Collateral shall not impair Administrative Agent’s Security Interest).

(f)

No Assignment.Not sell, assign, or otherwise dispose of, or permit the sale, assignmentordispositionof,anyCollateral,excepttotheextentpermittedunderthe Credit Agreement.

(g)

Maintain Collateral.(i)Perform all of its obligations under or in connectionwith theCollateral inaccordancewith customary businesspractices, (ii) not amend, alter ormodify, or

permit the amendment, alteration or modification of, any material portion (individually or collectively) of the Collateral if such amendment, alteration or modification would decrease the valueoftheCollateral ormateriallyadverselyaffecttheSecuredPartiesrightstherein,and(iii)not do or permit any act which would impair any material portion of the Collateral.

(h)

DefaultUnderCollateral.PromptlynotifyAdministrativeAgentinwritingofany defaultbyDebtororanyotherpartyunderorinconnectionwithanymaterialportion(individually or collectively) of the Collateral and immediately usecommercially reasonable efforts to remedy the same or immediately demand that the same be remedied.

(i)

Lockbox Account.Upon the occurrence and during the continuation of an Event of Default, Administrative Agent may request that Debtor direct that all accounts be paiddirectly to a lockbox account established with, or for the benefit of, Administrative Agent.

Authorization to File Financing Statements.Debtor hereby irrevocably authorizes AdministrativeAgent at any timeand from timeto time to filein any filing office in the appropriate UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (1) as “allassetsoftheDebtor,whethernowownedbyorowingto,orhereafteracquiredbyorarisinginfavorof theDebtor”orwordsofsimilareffect,regardlessofwhetheranyparticularassetcomprisedintheCollateral falls within the scope of Chapter 9 of the UCC, or (2) by any other description which reasonably approximates the description containedinthis Agreement, and(b) provide any other informationrequired by Subchapter E of Chapter 9 ofthe UCC, for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Debtor is an organization, the type of organization and any organizational identification number issued to Debtor.Debtor agrees to furnish any such information to Administrative Agent promptly upon Administrative Agent’s request.Debtor hereby ratifies any prior financing statements (and all amendments thereto and continuations thereof) filed prior to the date hereof by Administrative Agent or its predecessors in interest.

Further Assurances.To further the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of Administrative Agent to enforce Administrative Agent’s Security Interest inandLienupontheCollateral,andwithoutlimitingDebtor’sotherobligationsinthisAgreement, Debtoragrees, ineachcaseat Debtor’sexpense,totakethefollowingactionswithrespecttothefollowing Collateral:

(a)

Promissory Notes and Tangible Chattel Paper.If Debtor at any time holds or acquires any promissory notes or tangible chattel paper comprising part of or relating to the Collateral, Debtor shall promptly endorse, assign and deliver the same to Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Administrative Agent may from time to time request.

(b)

Deposit Accounts.For each deposit account that Debtor currently has open or at any time opens or maintains that is part of the Collateral, Debtor shall, at Administrative Agent’s request andoption, pursuanttoanagreement informand substance satisfactory toAdministrative Agent, either take such actions as Administrative Agent may reasonably request to cause the depository bank to comply at any time with instructions from Administrative Agent to such depository bank directing the disposition of funds from time to time credited to such deposit account, without further consent of Debtor as long as the directions are in compliance with this Agreement and the Credit Agreement. Administrative Agent agrees with Debtor that AdministrativeAgent shall not give any such instructions (i) unless an Event of Default exists, or wouldoccur,ifeffectweregiventoanywithdrawalnototherwisepermittedbytheLoan

Documents or(ii)thatwoulddirect thedepositorybank todebit Debtor’sdepositaccount inan amount greater than the Obligations.

(c)

Collection of Accounts.Debtor hereby irrevocably authorizes Administrative Agent to, during the continuance of an Event of Default, notify or require each account debtor or other Obligor to make payment directly to Administrative Agent and Administrative Agent may take control ofthe proceeds paidtoAdministrativeAgent and allocatethem as required under the Credit Agreementwithanyexcessproceeds returnedtoDebtorinaccordancewiththetermsofthe CreditAgreement.UntilAdministrativeAgentelectstoexercisetheserights,Debtorisauthorized to collect and enforce the Collateral and to retain and expend all payments made on Collateral. AdministrativeAgentagreeswithDebtorthatAdministrativeAgentshallnotelecttoexercisethese rights unless an Event of Default exists and is continuing.After Administrative Agent elects to exercise these rights, AdministrativeAgent shall have the right in its own name or in the name of DebtortotakethefollowingactionsinaccordancewiththetermsoftheCreditAgreement

(i) compromise or extend time of payment with respect to all or any portion of the Collateral for suchamountsanduponsuchtermsasAdministrativeAgentmayreasonablydetermine,

(ii) demand, collect, receive, receipt for, sue for, compound and give acquittance for any and all amounts due or to become due with respect to Collateral, (iii) take control of cash and other proceeds of any Collateral, (iv) endorse Debtor’s name on any notes, acceptances, checks, drafts, money orders or other evidences of payment on Collateral that may come into Administrative Agent’s possession, (v) sign Debtor’s name on any invoice or bill of lading relating to any Collateral, on any drafts against Obligors or other Persons making payment with respect to Collateral, on assignments and verifications of accounts or other Collateral and on notices to Obligors making payment with respect to Collateral, (vi) send requests for verification of obligations toanyObligor, and(vii)doall other acts and things reasonably necessary to carry out the intent of this Agreement.If any Obligor or account party fails to make payment on any Collateral when due, Administrative Agent is authorized, in its sole discretion, either in its own name or in Debtor’s name, to take such action as Administrative Agent reasonably shall deem appropriate for the collection of any amounts owed with respect to Collateral or upon which a delinquencyexists.RegardlessofanyotherprovisionofthisAgreement,however,Administrative Agent shall not be liable for its failure to collect, or for its failure to exercise diligence in the collection of, any amounts owed with respect to Collateral except for its own fraud, gross negligence,orwillfulmisconduct,norshallitbeunderanydutytoanyoneexceptDebtortoaccount for funds that it shall actually receive under this Agreement.A receipt given by Administrative Agent to any Obligor or account debtor shall be a full and complete release, discharge, and acquittancetosuchObligororaccountparty,totheextentofanyamountsopaidtoAdministrative Agent.Administrative Agent may apply or set off amounts paid and the deposits against any liability of Debtor to Administrative Agent.

(d)

IdentificationandAssignmentofAccounts.UponAdministrativeAgent’srequest, whether before or after the occurrence of an Event of Default, Debtor shall take such action and execute and Debtor hereby authorizes Administrative Agent to provide a copy of this Agreement and any other Loan Document to any such account debtor or other Obligor for purposes of evidencingordemonstratingAdministrativeAgent’srightsandauthorityunderthisAgreement,to deliver such documents as Administrative Agent may reasonably request in order to identify, confirm, mark, segregate and assignaccounts andto evidence the Administrative Agent’s interest insame.Withoutlimitationoftheforegoing,Debtor,upon requestandif requiredtoperfect rights ofAdministrativeAgentunderthisAgreement,agreestoassignaccountstoAdministrativeAgent, identifyandmarkaccountsasbeingsubjecttoAdministrativeAgent’sSecurityInterest (orpledge or assignment as applicable), mark Debtor’s books and records to reflect such assignments, and forthwith to transmit to Administrative Agent in the form as received by Debtor any and all proceeds of collection of such accounts.

(e)

Collateral in the Possession of a Bailee.If any Collateral is at any time in the possession of a bailee, Debtor shall promptly notify Administrative Agent and, at Administrative Agent’s request and option, shall promptly obtain an acknowledgement from the bailee, in form and substance satisfactory to Administrative Agent, that the bailee holds such Collateral for the benefit ofAdministrativeAgent, andthatsuchbaileeagrees tocomply,withoutfurther consentof Debtor, with instructions from Administrative Agent as to such Collateral.Administrative Agent agrees with Debtorthat Administrative Agentshall notgive any suchinstructionsunless an Event of Default exists and is continuing or would occur after taking into account any action by Debtor with respect to the bailee.

(f)

ElectronicChattelPaperandTransferableRecords.IfDebtoratanytimeholdsor acquires an interest in any electronic chattel paper or any “transferable record,” as that term is definedinSection201ofthefederal ElectronicSignatures inGlobalandNationalCommerceAct, orinSection16oftheUniformElectronicTransactionsActasineffectinanyrelevantjurisdiction, comprisingpartoforrelatingto,theCollateral,DebtorshallpromptlynotifyAdministrativeAgent thereof and, at the request and option of Administrative Agent, shall take such action as Administrative Agent may reasonably request to vest in Administrative Agent control, under Section 9.105 of the UCC, of such electronic chattel paper or control under Section 201 of the federalElectronicSignaturesinGlobalandNationalCommerceActor,asthecasemaybe,Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.Administrative Agent agrees with Debtor that Administrative Agent will arrange,pursuanttoproceduressatisfactorytoAdministrativeAgentandsolongassuchprocedures will not result in Administrative Agent’s loss of control, for Debtor to make alterations to the electronicchattel paperortransferablerecord permitted underSection9.105oftheUCCor, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce ActorSection16oftheUniformElectronicTransactionsActforapartyincontroltomakewithout lossofcontrol,unlessanEventofDefault existsandiscontinuingorwouldoccuraftertakinginto account any action by Debtor with respect to such electronic chattel paper or transferable record.

(g)

Other Actions as to Any and All Collateral.Debtor further agrees, at the request andoptionofAdministrativeAgent,alltotheextentapplicable,to(i)takeanyandallotheractions Administrative Agent may determine to be necessary or useful for the attachment, perfection and first priority(subjecttothePermittedLiens)of,andtheabilityofAdministrativeAgenttoenforce, Administrative Agent’s Security Interest in any and all of the Collateral, and (ii) cooperate with AdministrativeAgentinidentifyingallofDebtor’spersonalpropertyassetsandproperdescriptions ofsuchassetsforthepurposeofdescribingorverifyingtheCollateral,including,without

limitation, (A) authenticating, executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required, (B) causing Administrative Agent’s name to be noted as Administrative Agent on any certificate of title for a titled good if such notation is a condition to the attachment, perfection or priority of, or ability of Administrative Agent to enforce, Administrative Agent’s security interest in such Collateral, (C) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or ability of Administrative Agent to enforce, Administrative Agent’s security interest in such Collateral, (D) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to Administrative Agent, including, without limitation, any consent of any licensor, lessor or other Person obligated on Collateral, (E) taking all actions under the UCC or under any other Law, as reasonably determined by Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, (F) providing Administrative Agent promptly upon its request with proper legal descriptions of, and all other information and documents pertaining to, Debtor’s interest in real property, deposit accounts, brokerage accounts, securities accounts, and all other personal property assets of Debtor, and (G) providingsuchotherinformationanddocuments,andexecutingsuchotherappropriatedocuments or instruments, as Administrative Agent may reasonably request.

10.

EventofDefault;Remedies.UpontheoccurrenceandduringthecontinuationofanEvent of Default, subject to the terms and conditions of the Credit Agreement, Administrative Agent has the following cumulative rights and remedies under this Agreement:

(a)

UCC Rights.AdministrativeAgent may exercise any and all rights availableto a secured party under the UCC, in addition to any and all other rights afforded by this Agreement andtheotherLoanDocuments,atlaw,inequityorotherwise,including,withoutlimitation,

(i)requiringDebtortoassembleallorpartoftheCollateralandmakeitavailabletoAdministrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to DebtorandAdministrativeAgent,(ii)applyingbyappropriatejudicialproceedingsforappointment of a receiver for all or part of the Collateral, (iii) applying to the Obligation any cash held by Administrative Agent, (iv) reducing any claim to judgment, (v) exercising the rights of offset or banker’s lienagainsttheinterest ofDebtorinandtoeveryaccount andotherpropertyofDebtorin Administrative Agent’s possession to the extent of the full amount of the Obligation, (vi) foreclosing theSecurityInterest andanyotherLiens Administrative Agentmayhave orotherwise realize upon any and all of the rights Administrative Agent may have in and to the Collateral, or any part thereof, and (vii) bringing suit or other proceedings before any Governmental Authority either for specific performance of any covenant or condition contained in any of the Loan DocumentsorinaidoftheexerciseofanyrightgrantedtoAdministrativeAgentinanyoftheLoan Documents.

(b)

Notice.Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of theCollateral isto bemade,shall besent to Debtor and to any otherPerson entitled to notice under the UCC; provided that, if any of the Collateral threatens to decline speedily in value oris ofthetype customarily sold on arecognized market, Administrative Agent may sell or otherwisedisposeoftheCollateral withoutnotification,advertisement,orothernoticeofanykind. It is agreed that notice sent or given not less than twenty calendar days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this Section 10(b).It shall not be necessary that the Collateral be at the location of any sale.

(c)

Standards forExercisingRightsandRemedies.Totheextent that applicableLaw imposesdutiesonAdministrativeAgenttoexerciseremediesinacommerciallyreasonablemanner,

DebtoracknowledgesandagreesthatitisnotcommerciallyunreasonableforAdministrativeAgent

(i) to fail to incur expenses reasonably deemed significant by Administrative Agent in order to prepare Collateral for disposition orotherwise to fail to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents foraccess toCollateral tobedisposedof, orto obtainor, if not required byotherLaw or under thePermitted Liens,to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of unless such Collateral is subject to a Permitted Lien, (iii) to fail to exercise collection remedies against account debtors or other Obligors, directlyor throughthe useof collectionagencies and othercollectionspecialists, (iv) to fail toremove Liens or anyother encumbrances on, orany adverse claims against, anyCollateral,

(v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, unless required by applicable Law, (vi) to contact otherPersons, whetherornotinthesamebusiness as Debtor,forexpressions ofinterestin acquiring all or any portion of the Collateral, (vii) to hire one ormore professional auctioneers to assistinthedispositionofCollateral, whetheror not the Collateral is ofaspecializednature, (viii) to disposeofCollateral byutilizing Internet sitesthat provide fortheauction ofassetsofthetypes included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellersofassets,(ix)todisposeofassetsinwholesaleratherthanretailmarkets,(x)todisclaim dispositionwarranties, or(xi)totheextentdeemedappropriatebyAdministrativeAgent,toobtain the services of other brokers, investment bankers, consultants and other professionals to assist AdministrativeAgentinthecollectionordispositionofanyoftheCollateral.Debtoracknowledges that the purpose of this Section 10(c) is to provide non-exhaustive indications of what actions or omissionsbyAdministrative Agentwouldfulfill Administrative Agent’sdutiesunderthe UCC or other Law of any relevant jurisdiction in Administrative Agent’s exercise of remedies against the Collateral andthat other actionsor omissions byAdministrative Agentshall not bedeemed tofail tofulfillsuchdutiessolelyonaccountofnotbeingindicatedinthisSection10(c).Withoutlimiting the foregoing, nothing contained in this Section 10(c) shall be construed to grant any rights to Debtor or to impose any duties on Administrative Agent that would not have been granted or imposed by this Agreement or by applicable Law in the absence of this Section 10(c).

(d)

Debtor’s Agent.Administrative Agent shall be deemed to be irrevocably appointed asDebtor’s agentandattorney-in-fact withall rightand powertoprotect, preserve, and realizeupontheCollateralandtoenforceallofDebtor’srightsandremediesunderorinconnection with the Collateral.Debtor hereby acknowledges and agrees that this power is coupled with an interest.Administrative Agent agrees with Debtor that Administrative Agent shall not exercise theserightsunlessanEventofDefaultexistsandiscontinuing.Allreasonablecosts,expensesand liabilities incurred and all reasonable payments made by Administrative Agent as Debtor’s agent and attorney-in-fact, including, without limitation, reasonable attorney’s fees and expenses, shall be considered a loan by Administrative Agent to Debtor which shall be payable on demand, shall accrue interest at the Default Rate, and shall constitute part of the Obligation.

(e)

Sale.AdministrativeAgent’ssaleoflessthanalloftheCollateralshallnotexhaust Administrative Agent’s rights under this Agreement unless the sale satisfies the Obligations. AdministrativeAgentisspecificallyempoweredtomakesuccessivesalesuntilthefirsttooccurof

(i)satisfactionoftheObligationsor(ii)alloftheCollateralissold.Iftheproceeds ofasaleofless than all the Collateral shall be less than the Obligation, this Agreement and the Security Interest shall remaininfull forceandeffect as totheunsoldportionoftheCollateral justasthoughnosale hadbeenmade.IntheeventanysaleunderthisAgreementisnotcompletedoris,inAdministrative Agent’sopinion, defective, such sale shall not exhaust Administrative Agent’s rights under this

Agreement and Administrative Agent shall havetheright tocauseasubsequent saleorsales tobe madeatDebtor’ssolecostandexpense,unlessallObligationshavebeensatisfiedinfull.Anyand all statements of fact or other recitals made in any bill of sale or assignment or other instrument evidencinganyforeclosuresaleunderthisAgreement as tononpayment oftheObligation,orasto the occurrence or existence of any Event of Default, or as to Administrative Agent’s having declared all of such Obligation to be due and payable, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been dulydonebyAdministrativeAgent, shallbetaken asprimafacieevidence ofthetruthofthe facts so stated and recited, subject only to manifest error.Administrative Agent may appoint or delegate any one or more Persons as agent to perform any act or acts necessary or incident to any sale held or to be held by Administrative Agent, including the sending of notices and the conduct of sale.

(f)

Existence of Event of Default.Regarding the existence of any Event of Default for purposes of this Agreement, Debtor agrees that the Obligors or account debtors on any Collateral may rely upon written certification from Administrative Agent that such an Event of Default exists andDebtorexpresslyagrees that Administrative Agent shallnot beliabletoDebtor foranyclaims,damages,costs,expensesorcausesofactionofanynaturewhatsoeverinconnection with,arisingoutof,orrelatedtoAdministrativeAgent’sexerciseofanyrights,powersorremedies under any Loan Document, except for its own fraud, gross negligence, or willful misconduct.

(g)

Application of Proceeds.Administrative Agent shall apply the proceeds of any sale or other disposition of the Collateral under this Section 10 in the following order: (i) to the payment of all its reasonable expenses incurred in retaking, holding and preparing any of the Collateral foranysaleorotherdisposition,inarrangingforeachsuchsaleorotherdisposition,and in actually selling or disposing of the same (all of which are part of the Obligation); (ii) to repay Administrative Agent for amounts reasonably expended by Administrative Agent under Section 11;(iii)topaymentofthebalanceoftheObligationintheorderandmannerspecifiedintheCredit Agreement;and(iv)tomakeanypaymentsrequiredunderSections9.608(a)(1)(C)and9.615(a)(3) of theUCC.Until theObligationis indefeasiblypaidin full (otherthancontingent obligationsfor which no claim has been made), Debtor shall remain liable for any deficiency.Any surplus remaining shall be delivered to Debtor or as a court of competent jurisdiction may direct.

(h)

Marshaling.TheAdministrativeAgentshallnotberequiredtomarshalanypresent or future collateral security(includingbut not limitedto theCollateral) for, orother assurances of paymentof,theObligationoranyofthemortoresorttosuchcollateralsecurityorotherassurances of payment in any particular order, and all of its rights and remedies hereunder and in respect of such collateral securityand other assurances of payment shall be cumulative and inadditiontoall otherrightsandremedies,howeverexistingorarising.Totheextentthatitlawfullymay,theDebtor hereby agrees that it will not invoke anylaw relatingtothemarshallingofcollateralwhich might causedelayinorimpedetheenforcementoftheAdministrativeAgent’srightsandremediesunder thisAgreementorunderanyotherinstrumentcreatingorevidencinganyoftheObligationorunder whichanyoftheObligationisoutstandingorbywhichanyoftheObligationissecuredorpayment thereofis otherwiseassured, and, to theextent thatit lawfully may, theDebtorhereby irrevocably waives the benefits of all such laws.

11.

OtherRightsofAdministrativeAgent.

(a)

Performance.In the event Debtor fails to preserve the priority of the Security Interest in any of the Collateral (other than priority against the Permitted Liens) or, upon the occurrenceandduringthecontinuanceofanEventofDefault,otherwisefailstoperform anyofits obligations under the Loan Documents with respect to the Collateral, then Administrative Agent may (but is not required to) prosecute or defend any suits in relation to the Collateral or take any other action which Debtor is required to take under the Loan Documents, but has failed to take.

Any sum which may be reasonably expended or paidby Administrative Agent under thisSection 11 (including, without limitation, court costs and reasonable attorneys’ fees and expenses) shall bear interest from the date of expenditure or payment at the Default Rate until paid and, together with such interest, shall bepayable by Debtorto Administrative Agent upon demand and shall be part of the Obligation.

(b)

Collateral in Administrative Agent’s Possession.If, while an Event of Default exists and is continuing, any Collateral comes into Administrative Agent’s possession, AdministrativeAgentmayusesuchCollateralforthepurposeofpreservingitoritsvaluepursuant to the order of a court of appropriate jurisdiction or in accordance with any other rights held by Administrative Agent in respect of such Collateral.Debtor covenants to promptly reimburse and pay to Administrative Agent, at Administrative Agent’s request, the amount of all reasonable expensesincurredbyAdministrativeAgentinconnectionwithitscustodyandpreservationofsuch Collateral, and all such expenses, costs, Taxes and other charges shall bear interest at the Default Rate until repaid and, together with such interest, shall be payable by Debtor to Administrative Agent upon demand and shall be part of the Obligation.However, the risk of accidental loss or damageto, ordiminutioninvalueof,Collateral isonDebtor, except totheextentdeterminedbya final nonappealable judgment of a court of competent jurisdiction to have been caused by AdministrativeAgent’sownfraud,grossnegligence,orwillfulmisconduct.AdministrativeAgent shall have no liability for failure to obtain or maintain insurance, nor to determine whether any insurance is adequate as to amount, the risks insured, or any other matter to the extent Administrative Agent is acting in a commercially reasonable manner; provided, however, Debtor may, but shall not be obligated to, obtain or maintain such insurance to the extent that Administrative Agent elects not to obtain or maintain such insurance, and Administrative Agent acknowledges such right and agrees not to interfere with Debtor’s placement or maintenance of such insurance, as applicable; provided, further, that Debtor shall have no liability for failure to obtain ormaintain such insurance to the extent that AdministrativeAgent has taken possession of theCollateral inaccordancewiththetermsofthis Agreement.Withrespect toCollateral thatisin thepossessionofAdministrativeAgent,AdministrativeAgentshallhavenodutytofixorpreserve rightsagainstpriorpartiestosuchCollateralandshallneverbeliableforanyfailuretousediligence to collect any amount payable in respect of such Collateral, but shall be liable only to account to Debtor for what Administrative Agent actually collects or receives thereon.

(c)

Subrogation.If any of the proceeds of the Obligation are given in renewal or are an extension of, or are applied toward the payment of, indebtedness secured by any Lien, Administrative Agent shall be, and is hereby, subrogated to all of the rights, titles, interests and Liens securing the indebtedness so renewed, extended or paid.

12.

Miscellaneous.

(a)

Term.Upon full and final payment of the Obligation (other than contingent obligationsforwhichnoclaim has beenmade)andfinal terminationofallcommitmentstoextend credit undertheCreditAgreementwithoutAdministrative Agenthavingexercised itsrightsunder this Agreement or any other Loan Document, this Agreement shall terminate; provided that, no ObligororaccountdebtoronanyoftheCollateralshallbeobligatedtoinquireastothetermination

ofthisAgreement,butshallbefullyprotectedinmakingpaymentdirectlytoAdministrativeAgent and Administrative Agent shall promptly transfer the proceeds of such payment to Debtor. Administrative Agent’s obligation to transfer such proceeds to Debtor under the terms of this subsection shall survive termination of this Agreement.

(b)

Actions Not Releases.The Security Interest and Debtor’s obligations and AdministrativeAgent’srightsunderthisAgreementshall notbereleased, diminished,impairedor adverselyaffectedbytheoccurrenceofanyoneormoreofthefollowingeventsunlesssuchevents result in the full and final payment of the Obligation (other than contingent obligations for which noclaimhasbeenmade)andfinalterminationofallcommitmentstoextendcreditundertheCredit Agreement: (i) the taking or accepting of any other security or assurance for any or all of the Obligation;(ii)anyrelease,surrender,exchange,subordinationorlossofanysecurityorassurance at any time existing in connection with any or all of the Obligation; (iii) the modification of, amendmentto,orwaiverofcompliancewithanytermsofanyoftheotherLoanDocumentswithout Debtor’s consent, except as required therein; (iv) the insolvency, bankruptcy or lack of corporate ortrustpowerofanypartyatanytimeliableforthepaymentofanyoralloftheObligation,whether nowexistingorhereafteroccurring;(v)anyrenewal,extensionorrearrangementofthepaymentof anyoralloftheObligation,eitherwithorwithoutnoticetoorconsentofDebtor,oranyadjustment, indulgence, forbearance or compromise that may be granted or given by Administrative Agent to Debtor,ineachcase,exceptasrequiredbytheLoanDocuments;(vi)anyneglect,delay,omission, failure or refusal of Administrative Agent to take or prosecute any action in connection with any other agreement, document, guaranty or instrument evidencing, securing or assuring the payment of all or any of the Obligation; (vii) any failure of Administrative Agent to notify Debtor of any renewal, extension, orassignmentoftheObligationoranypart thereof, thereleaseofanysecurity under any other Loan Document or any other document or instrument, any other action taken or refrainedfrombeingtakenbyAdministrativeAgentagainstDebtor,oranynewagreement between Administrative Agent and Debtor, it being understood that, except as expressly required by the CreditAgreement,AdministrativeAgentshallnotberequiredtogiveDebtoranynoticeofanykind underanycircumstanceswhatsoeverwithrespecttoorinconnectionwiththeObligation,including, withoutlimitation,noticeofacceptanceofthisAgreementoranyCollateraleverdeliveredtoorfor the account of Administrative Agent under this Agreement; (viii) the illegality, invalidity or unenforceability of all or any part of the Obligation against any third party obligated with respect theretobyreasonofthefactthattheObligation,ortheinterestpaidorpayablewithrespectthereto, exceeds the amount permitted by Law, the act of creating the Obligation, or any part thereof, is ultravires,ortheofficers,equityowners,ortrusteescreatingsameactedinexcessoftheirauthority, orforanyotherreason;or(ix)ifanypaymentbyanypartyobligatedwithrespect thereto is held to constitute a preference under applicable Laws or for any other reason Administrative Agent is required to refund such payment or pay the amount thereof to someone else.

(c)

Waivers.Except to the extent expressly otherwise provided in this Agreement or in any other Loan Documents, Debtor waives (i) any right to require Administrative Agent to proceed against any other Person, to exhaust its rights in Collateral, or to pursue any other right whichAdministrativeAgentmayhave,(ii)demand,notice, protest,noticeofacceptance,noticeof loans made, Collateral received or delivered, notice of acceleration, notice of the intent to accelerate,allotherdemandsandnotesofanytypeornature,andallothersuretyshipdefenses;and

(iii)allrightsofmarshalinginrespectofanyoralloftheCollateral.

(d)

Parties Bound.ThisAgreement shallbebindingonDebtoranditssuccessors and assigns and shall inure to the benefit of AdministrativeAgent and its successors and assigns.

(e)

Assignment.Debtor may not, without Administrative Agent’s prior written consent, assign any rights, duties or obligations under this Agreement, except to the extent permittedundertheCreditAgreement.IntheeventofanassignmentofallorpartoftheObligation

permitted by the Credit Agreement, the Security Interest and other rights and benefits under this Agreement, to the extent applicable to the part of the Obligation so assigned, may be transferred with the Obligation.

(f)

Notice.AnynoticeorcommunicationrequiredorpermittedunderthisAgreement must be given as prescribed in the Credit Agreement.

(g)

Amendments.This Agreement may only be amended by a writing executed by Debtor and Administrative Agent.

(h)

MultipleCounterpartsandFacsimileSignatures.ThisAgreementmaybeexecuted in any number of counterparts with the same effect as if all signatories had signed the same document.Allcounterparts mustbeconstrued togetherto constituteoneandthesameinstrument. This Agreementmaybetransmittedandsignedbyfacsimile,andportabledocument format(PDF) andotherelectronicmeans.Theeffectivenessofanysuchdocumentsandsignatures shall, subject toapplicableLaw,havethesameforceandeffectasmanually-signedoriginalsandshallbebinding on Debtor and Administrative Agent.Administrative Agent may also require that any such documentsandsignaturesbeconfirmedbyamanually-signedoriginal;providedthat,thefailureto requestordeliverthesameshallnotlimittheeffectivenessofanyfacsimiledocumentorsignature.

13.

GOVERNING LAW.THIS AGREEMENT IS A “LOAN DOCUMENT” ENTERED INTO IN CONNECTION WITH THE CREDIT AGREEMENT AND SHALL BE GOVERNED BY, CONSTRUEDANDINTERPRETEDINACCORDANCEWITHTHEGOVERNINGLAWSETFORTH IN SECTION 11.15(A) OF THE CREDIT AGREEMENT AND FURTHER SUBJECT TO THE RELATED PROVISIONS OF SECTIONS 11.15(B) – (D) OF THE CREDIT AGREEMENT.

14.

ENTIRETY.THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENTTHEFINALAGREEMENTAMONGDEBTORANDADMINISTRATIVEAGENT ANDMAYNOTBECONTRADICTEDBYEVIDENCEOFPRIOR,CONTEMPORANEOUS,OR SUBSEQUENTORALAGREEMENTSBYDEBTORANDADMINISTRATIVEAGENT. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[SignaturesPagesFollow]

SecurityAgreement

INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobedulyexecutedas of the date first above written.



DEBTOR:NEXPOINTWATERFORDHOLDCO, LLC
By:
Name:
Title:

SignaturePageto



NEXBANKCAPITAL,INC.,asAdministrativeAgent
By:
Name:
Title:

LoanPurchaseandSaleAgreement(NCI-NXRT2605-S)

Page2-10

SCHEDULEITOASSIGNMENT,ASSUMPTION,ANDRECOGNITIONAGREEMENTLOAN SCHEDULE

[ATTACHED]

EX-10.1

FILING DETAILS

Exhibit10.1

LOANPURCHASEANDSALEAGREEMENT (COMMERCIAL LOAN)

NEXPOINTRESIDENTIALTRUSTOPERATINGPARTNERSHIP,L.P.

SECTION1.DEFINITIONSANDINTERPRETATION.

SECTION2.PURCHASEANDSALE.

SECTION3.TRANSFEROFOWNERSHIP.

SECTION4.REPRESENTATIONS,WARRANTIES,ANDCOVENANTSOFTHEPURCHASER.

SECTION5.REPRESENTATIONSANDWARRANTIESOFTHESELLER.

SECTION6.REPRESENTATIONSANDWARRANTIESREGARDINGTHELOAN.

SECTION7.RIGHTSANDREMEDIES.

SECTION9.MISCELLANEOUSPROVISIONS.

[SIGNATUREPAGEFOLLOWS]

NEXPOINTRESIDENTIALTRUSTOPERATING

EXHIBIT1

NEXBANKCAPITAL, INC.,

NEXPOINTRESIDENTIALTRUSTOPERATING PARTNERSHIP, L.P.,

SCHEDULEATOPURCHASECONFIRMATIONLOAN SCHEDULE

SCHEDULEBTOPURCHASECONFIRMATIONDISCLOSURE SCHEDULE

EXHIBIT2

NEXPOINT RESIDENTIAL TRUST OPERATINGPARTNERSHIP,L.P.,asthe