EX-10.7

Exhibit 10.7

ExecutionVersion CONFIDENTIAL

REVOLVINGCREDITAGREEMENT

among

CIMGROUPMANAGEMENT,LLC,

as Borrower

THE LENDERS FROM TIMETOTIMEPARTYHERETO

and

CITYNATIONALBANK,

asAgentandLeadArranger

DATEDASOFDECEMBER30,2022

US-DOCS\137121280.17

TABLEOFCONTENTS

Page

1.DEFINITIONS 1

1.1Certain Defined Terms 1

1.2InterpretiveProvisions 30

1.3AccountingTerms;Divisions 30

1.4Rates 31

1.5ProFormaCalculations. 32

2.REVOLVING CREDIT 32

2.1Commitment 32

2.2AccrualofInterestandMaturity;EvidenceofObligations 33

2.3RequestsforandRefundingsandConversionsofAdvances 33

2.4DisbursementofAdvances 35

2.5Swing Line 36

2.6InterestPayments; Default Interest 39

2.7Optional Prepayments 40

2.8BaseRate Advance in Absenceof Election or Upon Default 40

2.9Revolving Credit Facility Fee 41

2.10MandatoryRepayment ofRevolving Credit Advances 41

2.11[Reserved] 42

2.12Extension ofMaturity Date 42

2.13CommitmentIncrease 43

3.YIELDPROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES 44

3.1ReimbursementofPrepaymentCosts 44

3.2SuspensionofTermSOFR Advances 45

3.3[Reserved] 45

3.4[Reserved]. 45

3.5Increased Costs 45

3.6Capital Adequacy and Other Increased Costs 46

3.7RightofLenderstoFundthroughBranchesandAffiliates 47

3.8Margin Adjustment 47

3.9Delay in Requests 48

3.10Taxes 48

3.11BenchmarkReplacementSetting. 49

4.CONDITIONS 51

4.1ConditionsofInitialAdvances 51

4.2ContinuingConditions 54



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5.REPRESENTATIONS AND WARRANTIES 54

5.1Organization; Power and Authority 55

5.2Authorization, Etc. 55

5.3Disclosure 55

5.4Organizationand Ownershipof Sharesof Subsidiaries; Affiliates 55

5.5FinancialStatements;Material Liabilities 56

5.6CompliancewithLaws,OtherInstruments,Etc. 56

5.7GovernmentalAuthorizations, Etc. 56

5.8Litigation;ObservationofStatuesandOrders 56

5.9Taxes 57

5.10TitletoProperty;Leases 57

5.11Licenses,Permits,Etc. 57

5.12CompliancewithEmployeeBenefitPlans 57

5.13[Reserved] 58

5.14Useof Proceeds; Margin Regulations. 58

5.15ExistingIndebtedness 59

5.16ForeignAssetsControlRegulations,Etc. 59

5.17StatusunderCertainStatutes 60

5.18Solvency 60

5.19EEAFinancialInstitution 60

5.20BeneficialOwnershipCertification 60

6.AFFIRMATIVE COVENANTS 60

6.1FinancialandBusinessInformation. 61

6.2Officer’sCertificate 63

6.3InspectionofProperty;BooksandRecords, Discussions 64

6.4CompliancewithLaws 64

6.5Insurance 65

6.6Maintenance of Properties 65

6.7PaymentofTaxes 65

6.8Existence, Etc. 65

6.9BooksandRecords 65

6.10SubsidiaryGuarantors 66

6.11Eligible Revenues 67

6.12RegisteredInvestmentAdviser 67

6.13Private Debt Rating 67

6.14Most Favored Lender 67

6.15UseofProceeds 69

7.NEGATIVE COVENANTS 69

7.1TransactionswithAffiliates 69

7.2Mergers,Consolidation,Etc. 69

7.3Line of Business 71

7.4EconomicSanctions,Etc. 71

7.5Liens 71

7.6Indebtedness 73



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7.7Restricted Payments 74

7.8Financial Covenants 75

7.9AmendmentstoEligibleRevenueAgreements 76

7.10Sale of Assets 76

7.11ModificationofCertainAgreements;Certain Payments 77

7.12Fiscal Year 77

8.DEFAULTS 77

8.1EventsofDefault 77

8.2Acceleration 80

8.3[Reserved] 80

8.4RightsCumulative 80

8.5Waiver by Borrower of Certain Laws 80

8.6Waiver of Defaults 80

8.7Set Off 81

9.PAYMENTS,RECOVERIES AND COLLECTIONS 81

9.1PaymentProcedure 81

9.2[Reserved] 82

9.3Pro-rata Recovery 82

9.4TreatmentofaDefaultingLender;ReallocationofDefaultingLender’s Fronting Exposure 82

10.AGENT 84

10.1Appointmentofthe Agent 84

10.2Deposit Account with the Agent or any Lender 84

10.3ScopeoftheAgent’sDuties 84

10.4Successor Agent 85

10.5Credit Decisions 85

10.6Authority ofthe Agent to Enforce This Agreement 86

10.7Indemnificationofthe Agent 86

10.8Knowledge of Default 86

10.9TheAgent’sAuthorization;ActionbyLenders 87

10.10EnforcementActionsbytheAgent 87

10.11[Reserved] 87

10.12TheAgentsintheirIndividualCapacities 87

10.13TheAgent’sFees 88

10.14DocumentationAgent orother Titles 88

10.15ObligationsinrespectofLenderProductsandHedgingAgreements 88

10.16NoRelianceontheAgent’sCustomerIdentificationProgram 88

10.17CertainERISAMatters 89

11.MISCELLANEOUS 90

11.1[Reserved] 90

11.2Consent to Jurisdiction 90

11.3GoverningLaw 90



US-DOCS\137121280.17

iii

11.4Interest. 90

11.5ClosingCostsandOtherCosts;Indemnification 91

11.6Notices 92

11.7[Reserved] 93

11.8SuccessorsandAssigns;Participations;Assignments 93

11.9Counterparts 97

11.10AmendmentandWaiver 97

11.11Confidentiality 99

11.12SubstitutionorRemovalofLenders 101

11.13WithholdingTaxes 102

11.14WAIVEROFJURYTRIAL 104

11.15USAPatriotActandBeneficialOwnership Notice 105

11.16CompleteAgreement;Conflicts 105

11.17Severability 105

11.18TableofContentsandHeadings 105

11.19ConstructionofCertainProvisions 105

11.20Independence of Covenants 105

11.21Electronic Transmissions 105

11.22RelianceonandSurvivalofProvisions 106

11.23Acknowledgmentand Consent to Bail-InofAffectedFinancial Institutions 106

11.24AcknowledgmentRegarding AnySupported QFCs 107

EXHIBITS

AFORMOFREQUESTFORREVOLVINGCREDITADVANCE

BFORMOFREQUESTFORSWINGLINEADVANCE

CFORMOFREVOLVINGCREDITNOTE

DFORMOFSWINGLINENOTE

EFORMOFSWINGLINEPARTICIPATIONCERTIFICATE

F[RESERVED]

GFORMOFSUBSIDIARYGUARANTY

H[RESERVED]

IFORMOFCOMPLIANCECERTIFICATE

JFORMOFASSIGNMENTAGREEMENT

KFORMSOFU.S.TAXCOMPLIANCECERTIFICATE

LFORMOFQUALIFIEDPURCHASERCERTIFICATE ANNEXES

IApplicableMargin Grid

IIOriginalSubsidiaryGuarantors

IIIPercentagesand Allocations

IVNotices SCHEDULES

1.1 DisqualifiedInstitutions

4.1(b)JurisdictionsinwhichLoanPartiesareformedororganized

1.3DisclosureMaterials



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1.4Material Subsidiaries

1.5Financial Statements

5.15 ExistingIndebtedness



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REVOLVINGCREDITAGREEMENT

This Revolving Credit Agreement (this “Agreement”) is made as of December 30, 2022, by and among CIM GROUP MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”), the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions, collectively, the “Lenders”), and CITY NATIONAL BANK, as the administrative agent for the Lenders (in such capacity, the “Agent”) and as sole lead arranger and sole bookrunner (in such capacities, the “Lead Arranger”).

RECITALS

A.BorrowerhasrequestedthattheAgentandtheLendersprovideaseniorunsecured revolving credit facility.

B.The Agent and the Lenders are prepared to make such senior unsecured revolving credit facility available to Borrower on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the covenants contained herein, Borrower, the Lenders and the Agent agree as follows:

1.DEFINITIONS.

1.1Certain Defined Terms.For purposes of this Agreement the following terms will have the following meanings:

“AcceptableRatingAgency”meansFitch,Moody’s,S&P,DBRS,orKroll,solongas,in each case, any such credit rating agency continues to be a nationally recognized statistical rating organizationrecognizedbytheSECandisapprovedasa“CreditRatingProvider”(orothersimilar designation) by the NAIC.

“Account”meansanyaccountoraccountreceivableasdefinedundertheUCC,including, with respect to any Person, any right of such Person to payment for goods sold or leased or for services rendered.

“AdditionalFundedIndebtedness”means,withrespecttoanyPersonatanytime,without duplication, (a) all obligations of such Person evidenced by bonds, debentures, notes, loan agreementsorothersimilarinstrumentsand(b)allGuarantieswithrespecttoIndebtednessofthe type specified in the foregoing clause(a) of another Person; provided that, Additional Funded Indebtedness (and Additional Senior Indebtedness) shallnot include (1) the Obligationshereunder,

(2) intercompany indebtedness, (3) purchase money indebtedness (including assumed indebtedness), (4) Indebtedness arising under any hedging or netting arrangement, (5) operating leases and trade liabilities incurred in the ordinary course of business and payable in accordance withcustomaryorpastpractices,(6)prepaidordeferredrevenuearisingintheordinarycourseof business,(7)Indebtednessincurredforthepurposesoffinancingwarehousedinvestments,which, ifsecured,shallbesecuredsolelybyLiensassumedorincurredinrelianceuponSections7.5(j)or

(k)and(8)refinancingIndebtednessinrespectofanyofthe foregoingIndebtednesssolelytothe

extentsuchrefinancingIndebtednessisofthetypeofIndebtednessdescribedintheforegoing clauses (1) through (7).

“Additional Provision” has the meaning set forth in Section 6.14(a)hereof. “AdditionalSeniorIndebtedness”hasthemeaningsetforthinSection7.6(a)hereof. “Additional Senior Notes” has the meaning set forth in Section 7.6(a)hereof.

“Advance” means, as the context may indicate, a borrowing requested by Borrower and made by the Revolving Credit Lenders under Section2.1or by the Swing Line Lender under Section2.5, including any re-advance, refunding or conversion of such borrowing pursuant to Section2.3orSection2.5and,subjecttothetermshereof,maybeaBaseRateAdvanceoraTerm SOFR Advance.

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

“AffectedLender”hasthemeaningsetforthinSection11.12hereof.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, orisundercommonControlwith,suchfirstPerson.Unlessthecontextotherwiseclearlyrequires, any reference to an “Affiliate” is a reference to an Affiliate of Borrower.

“Agent” has the meaning set forth in the preamble hereof, and includes any successor agents appointed in accordance with Section 10.4hereof.

“Agent’s Office” means the Agent’s address and, as appropriate, account, as set forth on Annex IV, or such other address or account as the Agent may from time to time notify Borrower and the Lenders.

“Agent-RelatedPersons”means,collectively,theAgentanditsAffiliatesanditsandtheir respective employees, agents, officers, directors, attorneys-in-fact and other representatives; and “Agent Related Person” means any of the foregoing.

“Agreement”hasthe meaningset forthin thepreamble hereof.

“Anti-CorruptionLaws”meansanylaworregulationinaU.S.oranynon-U.S.jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Applicable Fee Percentage” means, with respect to the Revolving Credit Facility Fee payablehereunderinrespectofanycalendarquarter,theapplicablepercentageperannumsetforth belowthatcorrespondstotheaveragedailyutilizationofRevolvingCreditCommitmentsforsuch calendarquarter(disregardingtheamountofoutstandingSwingLineAdvancesforsuchpurpose):



Utilization					ApplicableFee Percentage
>35%					0.20%
<35%					0.40%

“ApplicableFloor” means zeropercent (0.0%) per annum.

“Applicable Interest Rate” means, (i) with respect to each Revolving Credit Advance, Term SOFR or the Base Rate, as applicable, plus, in each case, the Applicable Margin, and (ii) with respect to each Swing Line Advance, the Base Rate, plus the Applicable Margin.

“ApplicableMargin”means,asofanydateofdeterminationthereof,theapplicableinterest rate margin, determined by reference to the appropriate row and column in the pricing matrix attachedtothisAgreementasAnnexI,suchApplicableMargintobeadjustedsolelyasspecified in Section 3.8hereof.

“Assignment Agreement” means an Assignment Agreement substantially in the form of Exhibit J.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-InLegislation”means(a)withrespecttoanyEEAMemberCountryimplementing Article55ofDirective2014/59/EUoftheEuropeanParliamentandoftheCounciloftheEuropean Union,theimplementinglaw,rule,regulationorrequirementforsuchEEAMemberCountryfrom timetotimewhichisdescribedintheEUBail-InLegislationSchedule,and(b)withrespecttothe UnitedKingdom,PartIoftheUnitedKingdomBankingAct2009(asamendedfromtimetotime) and any other law, rule, regulation or requirement applicable in the United Kingdom relating to theresolutionofunsoundorfailingbanks,investmentfirmsorotherfinancialinstitutionsortheir affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means Title 11 of the United States Code and the rules promulgated thereunder.

“Base Rate” means, for any day, the per annum rate of interest that is equal to the greater of (a) the Prime Rate for such day and (b) the Federal Funds Rate in effect on such day, plus one half percent (0.50%) per annum. Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Rate shall be effective fromand including the effective date of such change in the Prime Rate or the Federal Funds Rate, as applicable.

“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of the term “Term SOFR”.

“Base Rate Advance” means an Advance that bears interest at the Base Rate. “Benchmark” has the meaning set forth in Section 3.11(b)hereof.“BenchmarkReplacement”hasthemeaningsetforthinSection3.11(a)hereof.

“BenchmarkReplacementDate”hasthemeaningsetforthinSection3.11(a)hereof. “Benchmark Transition Event” has the meaning set forth in Section 3.11(b)hereof.

“BeneficialOwnershipCertification”meansacertificationregardingbeneficial ownershipasrequiredbytheBeneficialOwnershipRegulationinaformasagreedtobytheAgent.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230, as amended fromtime to time.

“Blocked Person” means (a) a Person whose name appears on the list of Specially DesignatedNationalsandBlockedPersonspublishedbyOFAC,(b)aPerson,entity,organization, countryorregimethatisblockedoratargetofSanctionsor(c)aPersonthatisanagent,department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directlyorindirectly,anyPerson,entity,organization,countryorregimedescribedinclause(a)or (b).

“Borrower”hasthemeaningsetforthinthepreamblehereof.

“Business Day” means any day other than a Saturday or a Sunday on which commercial banks in the State of New York are authorized or required by law to close; providedthat, when used in connection with a Term SOFR Advance, or any other calculation or determination involving SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrentlytorecognizetheacquisitionofanassetandtheincurrenceofaliabilityinaccordance with GAAP.

“CEA” has the meaning assigned to such term in the definition of “Excluded Swap Obligations”.

“ChangeinLaw”meanstheoccurrence,aftertheClosingDate,ofanyofthefollowing:

(i) the adoption or implementation of, or any change in, any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect andwhether or not applicable to any Lender or the Agent on such date, (ii) any change in the interpretation, administration or implementationofanysuchlaw,treaty,ruleorregulationbyanyGovernmentalAuthority,or

(iii)the issuance, making or implementation by any Governmental Authority of any regulation, interpretation, guideline, directive or request (whether or not having the force of law), including any risk-based capital guidelines.For purposes of this definition, (x) any change in law, treaty, rule, regulation, interpretation, administration or implementation made by, or which becomes effectiveonthebasisof,alaw,treaty,rule,regulation,interpretationadministrationor

implementation then in force, the effective date of which change is delayed by the terms of such law,treaty,rule,regulation,interpretation,administrationorimplementation,(y)theDodd-Frank Wall Street Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173) and all rules, regulations,interpretations,guidelines,directivesorrequestspromulgatedthereunderorissuedin connection therewith shall be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued, promulgated or implemented, and (z) all rules, guidelines, directives or requests promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued, promulgated or implemented.

“ChangeofControl” means anyof the followingevents:

(a)at any time prior to the creation of a Public Market, Permitted Investors shall cease to Control Borrower; or

(b)anytimeonorafterthecreationofaPublicMarket,any“person”or“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than a PermittedInvestororanyemployeebenefitplanorpersonactinginitscapacityastrustee, agentorotherfiduciaryoradministratorofsuchplan,shallbecomethe“beneficial

(c)owner” (asdefinedinRules13d-3and13d-5ofExchangeAct),directlyorindirectly,ofmorethan 50.0% of the outstanding voting Equity Interests of Borrower on a fully diluted basis.

“CIM Founding Principal” means any of Shaul Kuba, Richard Ressler or Avraham Shemesh.

“CIM Fund” means (a) any single-investor or commingled investment vehicle, fund, partnership, limited liability company or account that is sponsored, managed and/or serviced (or co-sponsored,co-managedand/orco-serviced),directlyorindirectly,byaLoanPartyoranyofits Subsidiaries or (b) any entity that, upon a Loan Party’s or a Loan Party’s Subsidiary’s making an investmentthereinoracquiringmanagementrightswithrespectthereto,wouldconstituteanentity described in clause (a) of this definition.

“Closing Date” means the earliest date on which all the conditions precedent set forth in Sections 4.1and 4.2were satisfied, which was December 30, 2022.

“Code”meanstheInternalRevenueCodeof1986,asamended,andtherulesandregulations promulgated thereunder from time to time.

“Commitment Increase” has the meaning set forth in Section 2.13hereof. “CommitmentIncreaseAmendment”hasthemeaningsetforthinSection2.13hereof.

“CommitmentIncreaseEffectiveDate”hasthemeaningsetforthinSection2.13hereof.

“ComplianceCertificate”meansacertificateofaSeniorFinancialOfficerofbyBorrower delivered to the Agent pursuant to Section6.2, substantially in the form attached hereto as Exhibit I.

“Conforming Changes” means, with respect to either the use or administration of Term SOFRortheuse,administration,adoptionorimplementationofanyBenchmarkReplacement,any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) to this Agreement and the other Loan Documents that the Agentdecides(inthecaseofanysuchchangesmadeinconnectionwiththeuseoradministration of Term SOFR, in consultation with Borrower) may be appropriate to reflect the adoption and implementation of any such rate and to permit the administration thereof by Agent in a manner substantially consistent with market practice that Agent determines (in the case of any such changes made in connection with the use or administration of Term SOFR, in consultation with

Borrower)inconnectionwiththeadministrationofthisAgreementand,notwithstandinganything to the contrary herein or in any other Loan Document, any amendments implementing such changes will become effective without any further action or consent of Borrower.

“Consolidated”(or“consolidated”)means,whenusedwithreferencetoanyfinancialterm in this Agreement, the aggregate for two or more Persons of the amounts signified by such term for all such Persons, determined on a consolidated basis in accordance with GAAP.Unless otherwisespecifiedherein,“Consolidated”shallrefertoBorroweranditsSubsidiaries,determined on a Consolidated basis.

“Consolidated Adjusted EBITDA” means, for any period, for Borrower and its Subsidiaries on a consolidated basis, an amount equal to (a) Consolidated EBITDA for such period,minus(b)totheextentincludedincalculatingConsolidatedEBITDAforsuchperiod,any unpaid Eligible Revenues accrued during such period that have been extended and/or deferred beyond their original stated due date with the approval and/or agreement of the payee (including any such Eligible Revenues that have been subordinated as permitted under this Agreement), providedthatifanyEligibleRevenuesareexcludedinanygivenperiodduetothefactthatitwas extended and/or deferred under clause (b), such Eligible Revenues shall be included in Consolidated Adjusted EBITDA in the period in which it is paid.

“Consolidated EBITDA” means, for any period, for Borrower and its Subsidiaries on a consolidated basis, without duplication, an amount equal to the sum of (a) Consolidated Net Income for such period, plus(b) the following to the extent deducted in calculating such Consolidated Net Income for such period: (i) Consolidated Interest Charges for such period; (ii) theprovisionforfederal,state,localandforeignincometaxes(orsimilartaxesimposedinlieuof incometax)payableforsuchperiod;(iii)theamountofdepreciationandamortizationexpensefor such period; (iv) amortization of intangibles (including goodwill) and organization costs; (v)any extraordinary,non-recurring,unusualorexceptionallosses,chargesandexpensesforsuchperiod, including without limitation, non-recurring severance payments, sales of assets, early extinguishment or restructuring of indebtedness (including prepayment premiums), acquisitions costs, reorganizations costs, write-offs, forgiveness of debt, placement fees, fund organizational expenses;(vi)non-cashchargesforsuchperiod,includingamortizationorotherexpensesforstock optionsandotherequitycompensationandimpairmentchargesorexpenses;and(vii)net

unrealized losses (gains), including unrealized performance allocation or incentive fee expense(revenue).

“ConsolidatedFundedIndebtedness”means,asofanydateofdeterminationwithrespect to Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordance withGAAP,withoutduplication,thesumof:(i)theoutstandingprincipalamountofallobligations forborrowedmoney(includingtheObligationshereunder)andallobligationsevidencedbybonds, debentures, notes, loan agreements or other similar instruments; (ii) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial),bankers’acceptances,bankguaranties,suretybondsandsimilarinstruments;(iii)all obligations in respect of the deferred purchase price of property or services (other than trade accountspayableintheordinarycourseofbusiness)totheextentifandwhensuchobligationsare recognized as a liability under GAAP; (iv) all purchase money indebtedness; (v) all attributable Indebtedness; (vi) all Disqualified Stock; (vii) all Guaranties with respect to Indebtedness of the types specified in clauses(i) through (vi) of another Person to the extent of the reasonably estimatedliabilityofBorroweranditsSubsidiaries;and(viii)allIndebtednessofthetypesreferred to in clauses(i) through (vii) of any partnership in which Borrower or any of its Subsidiaries is a

general partner, except to the extent that Indebtedness is expressly made nonrecourse to such Person; provided that Consolidated Funded Indebtedness shall not include (1) any guaranteed Indebtednessforwhichrecoursetosuchborroweriscontractuallylimitedtoliabilityforcustomary recourseexceptions;(2)anyso-calledcarryorcompletionguarantee;(3)anyIndebtednessarising under any hedging or netting arrangement prior to the occurrence of a termination event with respectthereto;(4)operatingleasesandtradeliabilitiesincurredintheordinarycourseofbusiness andpayableinaccordancewithcustomaryorpastpractices;(5)prepaidordeferredrevenuearising in the ordinary course of business and not overdue for more than 60 days; (6)purchase price holdbacksarisingintheordinarycourseofbusiness;(7)earn-outobligationsuntilsuchobligations become a liability in accordance with GAAP; (8) any Indebtedness of employees of Borrower or any of its Subsidiaries that is guaranteed by Borrower or any Subsidiary for the benefit of such employees to invest in Borrower, its Subsidiaries or a CIM Fund, as part of an employee investmentplan;and(9)anyobligationsincurredunderERISAintheordinarycourseofbusiness.

“ConsolidatedInterestCharges”means,foranyperiod,forBorroweranditsSubsidiaries onaconsolidatedbasis,thesumof(a)allinterest,premiumpayments,debtdiscount,fees,charges and related expenses in respect of Indebtedness (including dividends on Disqualified Stock), in eachcasetotheextenttreatedasinterestinaccordancewithGAAP,(b)theportionofrentexpense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP, (c) the implied interest component of synthetic lease obligations with respect to such periodand(d)netlossesonhedgeagreementsorotherderivativeinstrumentsenteredintoforthe purpose of hedging interest rate risk.

“ConsolidatedNetIncome”means,foranyperiod,forBorroweranditsSubsidiariesona consolidated basis, the net income (excluding extraordinary gains and losses) for that period as determined in accordance with GAAP.

“Consolidated Net Funded Indebtedness” means, as of any date of determination with respect to Borrower and its Subsidiaries at such date, determined on a consolidated basis in accordancewithGAAP,withoutduplication,thesumof(a)ConsolidatedFundedIndebtedness,

less(b)thesumofunrestrictedcashandcashequivalentsfreeandclearofallLiens(otherthan(x) Liens in favor of the Administrative Agent or holders of other Indebtedness secured equally and ratably with or on a junior basis to the Obligations and (y) Liens (not securing any Indebtedness) in favor of depository institutions or other customary liens arising by operation of law) as of the date of determination.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Debt as of such date to (b) Consolidated Adjusted EBITDA for the period offourconsecutivefiscalquartersmostrecentlyendedonsuchdateforwhichfinancialstatements have been (or were required to have been) delivered under Section 6.1(a)or (b).

“ConsolidatedNetLeverageRatio”hasthemeaningsetforthinSection7.8(a)hereof. “Covered Party” has the meaning set forth in Section 11.24(a)hereof.

“CureExpirationDate”hasthemeaningsetforthinSection7.8(a)hereof. “DBRS” means DBRS, Inc., and any successor thereto.

“DebtRating”meansthedebtratingwithrespecttoeachseriesofSeniorNotesand Additional Senior Notes as determined from time to time by any Acceptable Rating Agency.

“DebtorReliefLaws”means,collectively,theBankruptcyCodeandallotherbankruptcy, insolvency, assignment for the benefit of creditors, moratorium, rearrangement, conservatorship, receivership, liquidation, reorganization or similar debtor relief laws of the United States or any other applicable jurisdictions, in each case as in effect from time to time.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“DefaultingLender”meansanyLenderthat(a)hasfailedto(i)fundalloranyportionof its Revolving Credit Percentage of any Advance within one (1) Business Day of the date such Advancewasrequiredtobefundedhereunder,unlesssuchLendernotifiestheAgentandBorrower inwritingthatsuchfailureistheresultofsuchLender’sgoodfaithdeterminationthatoneormore conditionsprecedenttofunding(eachofwhichconditionsprecedent,togetherwithanyapplicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Line Advances) within one (1) BusinessDayofthedatewhendue,(b)hasnotifiedBorrower,theAgentortheSwingLineLender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, unless such writing or public statement is based on such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing or public statement) has not been satisfied, (c) has failed, within three (3) Business Days after written request by the Agent or Borrower, to confirm in writing to the Agent and Borrower that it will comply with its prospective funding obligations hereunder (providedthat such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmationbytheAgentandBorrower),or(d)has,orhasadirectorindirectparentcompany

that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed foritareceiver,custodian,conservator,trustee,administrator,assigneeforthebenefitofcreditors orsimilarPersonchargedwithliquidationorreorganizationorofitsbusinessorassets,including theFederalDepositInsuranceCorporationoranyotherfederalorstateregulatoryauthorityacting insuchacapacity,or(iii)becomethesubjectofaBail-InAction;provided,however,thataLender shall not be a Defaulting Lender solely by virtue of a Governmental Authority’s ownership or acquisitionofanyEquityInterestinsuchLender,oranydirectorindirectparentcompanythereof, solongassuchownershipinterestdoesnotresultin,orprovidesuchLenderwith,immunityfrom 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 determinationbytheAgentthataLenderisaDefaultingLenderunderanyoneormoreofclauses

(a)through(d)aboveshallbeconclusiveandbindingabsentmanifesterror,andsuchLendershall be deemed to be a Defaulting Lender upon delivery by the Agent of written notice of such determination to Borrower, each Lender and the Swing Line Lender.

“Default Rate” means, with respect to (a) outstanding principal, the Applicable Interest Rate plus two percent (2.00%) per annum, and (b) with respect to all other Obligations accruing interestattheDefaultRatepursuanttothetermsofthisAgreement,theBaseRateplustwopercent (2.00%) per annum.

“DisclosureDocuments”hasthemeaningsetforthinSection5.3hereof.

“Disposition” means the sale, transfer, license, lease or other disposition of any property by any Loan Party or any Subsidiary, including any sale, assignment, transfer or other disposal,

with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“DisqualifiedInstitution”means(i)anyPersonlistedonSchedule1.1attachedhereto,(ii) with the approval of the Agent (such approval not to be unreasonably withheld, conditioned or delayed), any other Person that Borrower identifiesto the Agent fromtime to time in writing as a competitorofBorroweroritsSubsidiaries,and(iii)anyAffiliateofanyPersondescribedinclause

(i)orclause(ii)thatisidentifiedbyBorrowertotheAgentfromtimetotimeinwritingorisreadily identifiable by name.

“Disqualified Stock” means, any Equity Interest in Borrower or its Subsidiaries that (a) maturesorismandatorilyredeemable,otherthananEquityInterestwhichisredeemablesolelyin exchange for other Equity Interests; (b) is convertible into or exchange or exercisable for Consolidated Net Funded Indebtedness; or (c) is redeemable at the option of its holder, in whole or in part, other than Equity Interests which are redeemable solely in exchange for other Equity Interests which are not “Disqualified Stock”, in each case on or prior to the Maturity Date.

“DividingPerson”hasthemeaningassignedtosuchterminthedefinitionof“Division”.

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “DividingPerson”)amongtwoormorePersons(whetherpursuanttoa“planofdivision”or

similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive.

“Division Successor” means any Person that, upon the consummation of a Division of a DividingPerson,holdsalloranyportionoftheassets,liabilitiesand/orobligationspreviouslyheld by such Dividing Person immediately prior to the consummation of such Division. A Dividing Personwhichretainsanyofitsassets,liabilitiesand/orobligationsafteraDivisionshallbedeemed a Division Successor upon the occurrence of such Division.

“Dollars” and the sign “$” means the lawful money of the United States of America. “DomesticSubsidiary”shallmeananySubsidiaryofBorrowerincorporatedororganized

under the laws of the United States of America or any state or other political subdivision thereof, or which is considered to be a “disregarded entity” for United States federal income tax purposes and is not a “controlled foreign corporation” as defined under Section957 of the Code, in each case provided such Subsidiary is owned by Borrower and/or one or more Domestic Subsidiaries of Borrower, and “Domestic Subsidiaries” shall mean any or all of them as the context shall indicate.

“EDGAR”meanstheSEC’sElectronicDataGathering,AnalysisandRetrievalSystemor any successor SEC electronic filing system for such purposes.

“EEA Financial Institution” means (a) any credit institution or investment firm establishedinanyEEAMemberCountrywhichissubjecttothesupervisionofanEEAResolution Authority,(b)anyentityestablishedinanEEAMemberCountrywhichisaparentofaninstitution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“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.

“Electronic Transmission” shall mean each document, instruction, authorization, file, information or other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System or other equivalent system or service.

“Eligible Assignee” means a Qualified Purchaser that is (a) aLender, (b) an Affiliate ofa Lender, (c) any Person (other than a natural person) that is or will be engaged in the business of making, purchasing, holding or otherwise investing in commercial loans or similar extensions of creditintheordinarycourseofitsbusiness,providedthatsuchPersonisadministeredormanaged by a Lender, an Affiliate of a Lender, or an entity or Affiliate of an entity that administers or managesaLender,or(d)anyotherPerson(otherthananaturalperson)approvedby(i)theAgent andtheSwingLineLenderand(ii)unlessanEventofDefaultunderSection8.1(a),(b),(g)or(h)hasoccurred andiscontinuing,Borrower (eachsuch approvalnotto beunreasonablywithheldor

delayed);provided,thatBorrowershallbedeemedtohaveconsentedtoanysuchassigneeunless it gives written notice of its objection to the Agent within five (5) Business Days after its receipt of notice thereof; and providedfurther, that notwithstanding the foregoing, (x) no Disqualified Institution may be an “Eligible Assignee”, (y) neither Borrower nor any of Borrower’s Affiliates orSubsidiariesmaybean“EligibleAssignee”;and(z)noassignmentshallbemadetoaDefaulting Lender(oranyPersonwhowouldbeaDefaultingLenderifsuchPersonwereaLenderhereunder) without the prior consent of the Agent and the Swing Line Lender.

“Eligible Revenue Percentage” means (a) at any time Fee Earning Equity Owned and Operated is less than $13,271,126,000, 80% of Eligible Revenues and (b) at all other times, 70% of Eligible Revenues.

“Eligible Revenues” means Management Fees, reimbursements, realized incentive fees, and realized performance allocations paid or payable to Borrower or any of its Subsidiaries.

“EquityInterest”meanssharesofcapitalstock,partnershipinterests,membershipinterests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest. As used in this Agreement, “Equity Interests” shall not include convertible Indebtedness unless and until such Indebtedness has been converted to capital stock.

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974andtherulesand regulations promulgated thereunder from time to time in effect.

“ERISAAffiliate”meansanytradeorbusiness(whetherornotincorporated)thatistreated as a single employer together with Borrower under section 414 of the Code.

“Estate Planning Entity” means with respect to any individual, (a) any trust, the beneficiariesofwhichareprimarilysuchindividualand/oranyImmediateFamilyRelative,or(b) anycorporation,partnership,limitedliabilitycompanyorotherentitythatisprimarilyownedand controlled,directlyorindirectly,bysuchindividual,anyImmediateFamilyRelativeand/oranyof the persons described in clause (a).

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

“EventofDefault”hasthemeaningsetforthinSection8.1hereof. “Exchange Act” means the Securities Exchange Act of 1934.

“ExcludedTaxes” shall mean any of the following Taxes imposed on or with respect to a RecipientorrequiredtobewithheldordeductedfromapaymenttoaRecipient:(a)Taxesimposed onormeasuredbynetorgrossincome(howeverdenominated),franchiseTaxesandbranchprofits Taxes, in each case that are (i) imposed as a result of such Recipient’s being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) Other ConnectionTaxes,(b)inthecaseofaLender,U.S.federalwithholdingTaxesimposedonamounts payabletoorfortheaccountofsuchLenderwithrespecttoanapplicableinterestinaloanor

commitmentpursuanttoalawineffectonthedateonwhich(i)suchLenderacquiressuchinterest in the loan or commitment (other than pursuant to an assignment request by Borrower under Section11.12)or(ii)suchLenderchangesitslendingoffice,exceptineachcasetotheextentthat amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lendingoffice,(c)TaxesattributabletosuchRecipient’sfailuretocomplywithSection11.13,and

(d)any U.S. federal withholdingTaxes imposed under FATCA.

“ExcludedSwapObligation” shall mean any obligation ofaLoan Party to the Agent or a Lender with respect to a “swap” (as defined in Section 1a(47) of the Commodity Exchange Act (“CEA”)) if and to the extent that such Loan Party’s guarantee of such swap obligation is or becomesillegalundertheCEA,oranyrule,regulationororderoftheCommodityFuturesTrading Commission(oranysuccessororotheragencyatanytimeexercisingitspowersundertheCEA), or the application or official interpretation of any thereof, by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” (as defined in Section 1a(18) of the CEAandtheregulationsthereunder)atthetimesuchguaranteebecomeseffectivewithrespectto suchswapobligation.Ifanysuchswapobligationarisesunderamasteragreementgoverningmore than one swap, the foregoing exclusion shall apply only to those swap obligations that are attributable to swaps in respect of which such Loan Party’s guarantee is or becomes illegal.

“ExtendingLenders”hasthemeaningsetforthinSection2.12(a)hereof. “Extension” has the meaning set forth in Section 2.12hereof.

“ExtensionFee”hasthemeaningassignedtosuchtermintheFeeLetter.

“E-System” means any electronic system or other Internet or extranet-based site, whether suchelectronicsystemisowned,operated,hostedorutilizedbytheAgent,anyofitsAffiliatesor any other Person, providing for access to data protected by passcodes or other security system.

“FATCA” shall mean (i) Sections1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretationsthereof,(ii)anyagreemententeredintopursuanttoSection1471(b)(1)oftheCode,

(iii) any intergovernmental agreement entered into in connection with the implementation of Sections1471 through 1474 of the Code, and (iv) any legislation, rules or practices adopted pursuant to, or otherwise relating to, any such intergovernmental agreement.

“Federal Funds Rate” means, for any day, a fluctuating per annum interest rate equal to the weighted average of the rates on overnight Federal funds transactions with members of the FederalReserveSystemarrangedbyFederalfundsbrokers,aspublishedforsuchday(or,ifsuch day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of NewYorkor,ifsuchrateisnotsopublishedforanydaywhichisaBusinessDay,theaverageof the quotations for such day on such transactions received by the Agent from three Federal funds brokersofrecognizedstandingselectedbytheAgent,allasconclusivelydeterminedbytheAgent, such sumtoberoundedupward,ifnecessary,inthediscretionoftheAgent,tothenearestwhole

multipleof1/100thof1%;providedthatiftheFederalFundsRateassodeterminedwouldbeless than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System. “FeeEarningEquityOwnedandOperated”means,atanytime,thesumof(a)the

aggregatenetassetvaluebeforeincentivefeeallocationsofallCIMFundsthatgenerate(directly and/or through investments) any Eligible Revenues for Borrower and/or any of its Subsidiaries and/or any entities jointly owned with a co-sponsor, co-manager or co-servicer based upon the sponsorship, management and/or servicing by Borrower or any Subsidiary, as most recently reportedbyBorroweroranyAffiliateofBorrower(and/or,inthecaseofanyco-sponsored, co-managed or co-serviced CIM Fund, by any co-sponsor, co-manager or co-servicer) to the investors in such CIM Funds, plus(b) the aggregate amount, at the applicable report date(s), of unfunded commitments to all CIM Funds; provided that with respect to any CIM Fund that is cosponsored, co-managed and/or co-serviced by a person that is not an Affiliate of Borrower, the FeeEarningEquityOwnedandOperatedofsuchCIMFundshallatanytimebeequaltotheLoan Parties’ pro rata share of such CIM Fund’s net asset value before incentive fee allocations and unfundedcommitments(asdeterminedbyBorroweringoodfaithbasedontherelativeamountof asset management fees and other similar fees then being earned by the Loan Parties or their subsidiaries and by the other co-sponsor, co-manager and/or co-servicer of such CIM Fund).

“Fee Letter” shall mean the fee letter dated as of December30, 2022, by and between BorrowerandCityNationalBankrelatingtotheRevolvingCredit,asamended,restated,amended and restated, supplemented or otherwise modified from time to time.

“Fees”meanstheRevolvingCreditFacilityFeeandtheotherfeesandcharges(including any agency fees) payable by Borrower to the Lenders or the Agent hereunder or under the Fee Letter.

“FinancialCovenant”meansanycovenant(whethersetforthasacovenant,undertaking, event of default, restriction or other provision, including in related definitions and any provision related to the treatment of operating leases in connection with such covenant) that requires Borrower or any Subsidiary to achieve or maintain a stated level of financial condition or performance and includes, without limitation, any requirement that Borrower or any Subsidiary:

(a)maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;

(b)maintain any relationship of any component of its capital structure to any other component thereof (including, without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth); and

(c)maintain any measure of its ability to service its indebtedness (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness).

“Fitch” means Fitch, Inc., and any successor thereto.“ForeignLender”meansanyLenderthatisnotaU.S.Person.

“Form10-K”hasthemeaningsetforthinSection6.1(b)hereof. “Form10-Q” has themeaning set forthin Section 6.1(a)hereof.

“FrontingExposure”shallmean,atanytimethereisaDefaultingLender,suchDefaulting Lender’s Revolving Credit Percentage of outstanding Swing Line Advances made by the Swing Line Lender.

“GAAP”means(a)generallyacceptedaccountingprinciplesasineffectfromtimetotime intheUnitedStatesofAmericaand(b)forpurposesofSection6.9,withrespecttoanySubsidiary, generally accepted accounting principles (including International Financial Reporting Standards, asapplicable)asineffectfromtimetotimeinthejurisdictionoforganizationofsuchSubsidiary.

“GAAPChangeEvent”hasthemeaningsetforthinSection1.3hereof. “Governmental Authority” means

(a)thegovernmentof

(i)the United States of America or any state or other political subdivision thereof, or

(ii)anyotherjurisdictioninwhichBorroweroranySubsidiaryconducts all or any part of its business, or which asserts jurisdiction over any properties of Borrower or any Subsidiary, or

(b)any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government; or

(c)any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“GovernmentalOfficial”meansanygovernmentalofficialoremployee,employeeofany government-owned or government-controlled entity, political party, any official of a political party,candidateforpoliticaloffice,officialofanypublicinternationalorganizationoranyoneelse acting in an official capacity.

“Guarantor Supplement” has the meaning set forth in Section 6.10(a)(i)hereof. “Guaranty”means,withrespect toanyPerson, anyobligation(excepttheendorsementin

theordinarycourseofbusinessofnegotiableinstrumentsfordepositorcollection)ofsuchPerson guaranteeingorineffectguaranteeinganyindebtedness,dividendorotherobligationofanyother

Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise, by such Person:

(a)to purchase such indebtedness or obligation or any property constituting security therefor;

(b)to advance or supply funds (i) for the purchase or payment of such indebtedness or obligation, or (ii) to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c)to lease properties or to purchase properties or services primarily for the purposeofassuringtheownerofsuchindebtednessorobligationoftheabilityofanyother Person to make payment of the indebtedness or obligation; or

(d)otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or other substancesthatmightposeahazardtohealthandsafety,theremovalofwhichmayberequiredor the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation,transfer,use,disposal,release,discharge,spillage,seepageorfiltrationofwhichis or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“Hedging Agreement” shall mean any agreement relating to an interest rate swap transaction,basisswaptransaction,forwardratetransaction,equityswaptransaction,equityindex transaction, foreign exchange transaction, cap transaction or floor transaction, any option with respect to any of the foregoing transactions, or any combination of any of the foregoing, in each case, entered into by Borrower or any of its Subsidiaries with the Agent or any Lender (or their respectiveAffiliates),ineachcaseasamended,restated,supplementedorotherwisemodifiedfrom time to time.

“Immediate Family Relative” means an individual’s lineal descendants (including any such descendants by adoption), siblings, parents, spouse, former spouses, current civil union partner, former civil union partners and the estates, guardians, custodians or other legal representatives of any of the foregoing.

“Indebtedness”means,withrespecttoanyPersonatanytime,withoutduplication,

(a)itsliabilitiesforborrowedmoneyand itsredemptionobligationsinrespect of mandatorily redeemable Preferred Stock;

(b)its liabilities for the deferred purchase price of property acquired by such Person(excludingaccountspayablearisingintheordinarycourseofbusinessbutincluding allliabilitiescreatedorarisingunderanyconditionalsaleorothertitleretentionagreement with respect to any such property);

(c)(i)allliabilitiesappearingonitsbalancesheetinaccordancewithGAAPin respect ofCapital Leases and (ii) all liabilities which would appear on its balance sheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

(d)all liabilities for borrowed money secured by any Lien with respect to any propertyownedbysuchPerson(whetherornotithasassumedorotherwisebecomeliable for such liabilities);

(e)allitsliabilitiesinrespectoflettersofcreditorinstrumentsservingasimilar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f)the aggregate Swap Termination Value of all Swap Contracts of such Person; and

(g)any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

IndebtednessofanyPersonshallincludeallobligationsofsuchPersonofthecharacterdescribed in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respecttoanypaymentmadebyoronaccountofanyobligationofanyLoanPartyunderanyLoan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee”hasthemeaningsetforthinSection11.5(b)hereof. “Information” has the meaning set forth in Section 11.11hereof.

“InterestPeriod”means,withrespecttoaTermSOFRAdvance,aninterestperiodofone (1),three(3)orsix(6)months(ineachcasesubjecttoavailabilitythereof)asselectedbyBorrower, inanyrequestfor,conversionto,orcontinuationofsuchTermSOFRAdvance;provided,howeverthat(i)anyInterestPeriodwhichwouldotherwiseendonadaywhichisnotaBusinessDayshall endonthenextsucceedingBusinessDay,exceptthatastoanInterestPeriodinrespectofaTerm SOFRAdvance,ifthenextsucceedingBusinessDayfallsinanothercalendarmonth,suchInterest Period shall end on the next preceding Business Day, (ii) when an Interest Period in respect of a TermSOFR Advance begins on the last BusinessDay of a calendar month or on a day which has no numerically corresponding day in the calendar month during which such Interest Period is to end,itshallendonthelastBusinessDayofsuchcalendarmonth,(iii)noInterestPeriodinrespect of any Advance shall extend beyond the Revolving Credit Maturity Date, and (iv) no tenor that

has been removed from this definition pursuant to Section 3.11shall be available for election in any Request for Advance.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended and the rules and regulations of the SEC thereunder, as modified or interpreted by orders of the SEC, or other interpretative releases or letters issued by the SEC or its staff, all as from time to time in effect, or any successor law, rules or regulations, and any reference to any statutory or regulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.

“Investment Grade” has the meaning set forth in the definition of “Investment Grade Rating”.

“Investment Grade Rating” means a Debt Rating assigned to the Senior Notes or Additional Senior Notes from at least one Acceptable Rating Agency equal to or higher than (a) BBB- (or the equivalent) by Fitch, S&P, Kroll or DBRS, or (b) Baa3 by Moody’s (such ratings under clause (a) and clause (b) being “Investment Grade”); provided, that:

(i)ifatanytimetherearetwoDebtRatingsassignedtotheSeniorNotesorAdditional SeniorNotesfromAcceptableRatingAgencies,andthelowerofsuchDebtRatings that is in full force and effect (not having been withdrawn) is less than Investment Grade, then the Senior Notes or Additional Senior Notes, as applicable, shall be deemed not to have an “Investment Grade Rating”;

(ii)ifat any time therearethree or more Debt Ratings assigned to the Senior Notesor Additional Senior Notes from Acceptable Rating Agencies, and the then second lowest of such Debt Ratings that is in full force and effect (not having been withdrawn) is less than Investment Grade, then the Senior Notes or Additional Senior Notes, as applicable, shall be deemed not to have an “Investment Grade Rating”(provided,fortheavoidanceofdoubt,iftwoormoreofsuchDebtRatings are equal or equivalent as the lowest such Debt Rating, then one of such equal or equivalent Debt Ratings will be deemed to be the second lowest Debt Rating for purposes of such determination); and

(iii)if Borrower shall have failed to maintain a Debt Rating or receive and deliver to the Agent a Private Rating Letter from at least one Acceptable Rating Agency, in each case as required pursuant to Section 6.13, then the Senior Notes and/or AdditionalSeniorNotesshallbedeemednottohavean“InvestmentGradeRating”.

“Key Employees” means any of Bethany Chang, Jeff Columbus, Jordan Dembo, Robert Dupree, Jennifer Gandin, Adam Gibbons, Ryan Harter, Michael Hoverman, Nick Morosoff, Mukya Porter Jason Schreiber, Jolly Singh, David Thompson, Emily Vande Krol and any other employee of Borrower or any of its Subsidiaries that is promoted to or designated a “Principal.”

“Kroll”means Kroll Bond Rating Agency,LLC,andanysuccessorthereto.

“Lender Products” shall mean any one or more of the following types of services or facilities extended to any of the Loan Parties by any Lender: (i) credit cards, (ii) credit card processingservices,(iii)debitcards,(iv)purchasecards,(v)AutomatedClearingHouse(ACH)

transactions,(vi)cashmanagement,includingcontrolleddisbursementservices,and(vii) establishing and maintaining deposit accounts.

“Lenders” has the meaning set forth in the preamble hereof, and shall include the Revolving Credit Lenders, the Swing Line Lender and any assignee that becomes a Lender pursuant to Section 11.8hereof.

“Lien”means,withrespecttoanyproperty,anymortgage,lien,pledge,charge,security interest or other similar encumbrance on such property, or any interest or title of any vendor, lessor, lender or other secured party to or of such property under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to such property.

“Loan Documents” means, collectively, this Agreement, the Notes (if issued), each Subsidiary Guaranty, each Guarantor Supplement, and any other agreement, certificate and/or instrumentexecutedand/ordeliveredinconnectiontherewith,eachasmaybeamended,restated or otherwise modified from time to time.

“Loan Parties” shall mean, collectively, Borrower and each Subsidiary Guarantor, and “Loan Party” shall mean any one of them, as the context shall indicate.

“Majority Lenders” shall mean at any time, Lenders holding more than 50.0% of the RevolvingCreditAggregateCommitment(or,iftheRevolvingCreditAggregateCommitment has been terminated (whether by maturity, acceleration or otherwise), the aggregate principal amount outstanding under the Revolving Credit); provided, however, that for purposes of determining Majority Lenders the principal amount outstanding under the Swing Line shall be allocated among the Revolving Credit Lenders based on their respective Revolving Credit Percentages;andprovidedfurther,thatifthereare(x)fewerthanthree(3)Lenders(considering any LenderanditsAffiliatesasasingleLender), MajorityLendersshallmeanallLendersand

(y) there three (3) or more Lenders (considering any Lender and its Affiliates as a single Lender), Majority Lenders shall include at least two (2) Lenders.The Revolving Credit CommitmentAmountsof,andportionoftheObligationsattributableto,anyDefaultingLender shall be excluded for purposes of making a determination of Majority Lenders; provided, however, that the amount of any participation in any Swing Line Advance that a Defaulting Lender has failed to fund that has not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender in making a determination under this definition.

“Management Fees” means any fund management fees, property management fees, developmentfees,leasingorsalescommissionsoranyothersimilarfees(butfortheavoidance of doubt excluding any incentive fees, performance allocations, or carried interest) paid or payable to Borrower or any Subsidiary.

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of Borrower and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of Borrower and its Subsidiaries takenasawhole,(b)theabilityofBorroweroranyotherLoanParty,takenasawholeto

perform their respective obligations under this Agreement or Borrower or any other Loan Document or(c)thevalidityor enforceabilityofthisAgreement oranyotherLoanDocument.

“MaterialCreditFacility”means,astoBorroweranditsSubsidiaries,anyagreement(s) creating or evidencing Indebtedness for borrowed money entered into by Borrower or any Subsidiary,orinrespectofwhichBorroweroranySubsidiaryisaobligororotherwiseprovides aguaranteeorothercreditsupport,inaprincipalamountoutstandingoravailableforborrowing equaltoorgreaterthan$50,000,000(ortheequivalentofsuchamountintherelevantcurrency ofpayment,determinedasofthedateoftheclosingofsuchfacilitybasedontheexchangerate of such other currency.

“Maturity Date” means the earlier to occur of (i) December30, 2025 (subject to Borrower’sextensionthereofpursuanttoSection2.12),and(ii)thedateonwhichtheRevolving CreditAggregateCommitmentterminatesinaccordancewiththeprovisionsofthisAgreement.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“Non-DefaultingLender”means,atanytime,aLenderthatisnotaDefaultingLender at such time.

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by Borrower or any Subsidiary primarily forthebenefitofemployeesofBorroweroroneormoreSubsidiariesresidingoutsidetheUnited StatesofAmerica,whichplan,fundorothersimilarprogramprovides,orresultsin,retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Notes” means, collectively, the Revolving Credit Notes and the Swing Line Note. “Obligations”shallmeantheunpaidprincipalofandintereston(including,without

limitation, interest accruing after the maturity of the Advances and interest accruing after the filingofanypetitioninbankruptcy,orthecommencementofanyproceedingunderanyDebtor Relief Law, relating to Borrower or any Subsidiary, whether or not a claim for post-filing or post-petitioninterestisallowedinsuchproceeding)theAdvancesandallotherobligationsand liabilitiesowedbyBorroweroranySubsidiarytotheAgent,theLeadArranger,anyLenderor theSwingLineLender,whetherdirectorindirect,absoluteorcontingent,dueortobecomedue, ornowexistingorhereafterincurred,whichmayariseunder,outof,orinconnectionwith,this Agreement, any other Loan Document, any Hedging Agreement, any Lender Products or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Lead Arranger,theAgentoranyLenderthatarerequiredtobepaidbyBorrowerpursuanthereto)or otherwise. Notwithstanding the foregoing, the term “Obligations” shall be deemed not to include any Excluded Swap Obligations.

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

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsibleforadministeringandenforcing.AlistofOFACSanctionsProgramsmaybefound at http://www.treasury.gov/resource center/sanctions/Programs/Pages/Programs.aspx.

“Officer’sCertificate”meansacertificateofaSeniorFinancialOfficerorofanyother officer of Borrower whose responsibilities extend to the subject matter of such certificate.

“Original Subsidiary Guarantors” means, collectively, each of the Subsidiaries of Borrower set forth on Annex IIhereof.

“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’s having executed, delivered, become a party to, performed its obligations under, received payments under, received or

perfectedasecurityinterestunder,engagedinanyothertransactionpursuanttoorenforcedany Loan Document, or sold or assigned an interest in any Advance or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, from any payment made under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 11.12).

“ParticipantRegister”hasthemeaningsetforthinSection11.8(f)hereof.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Percentage” means, as applicable, the Revolving Credit Percentage or the Weighted Percentage.

“PeriodicTermSOFRDeterminationDay”hasthemeaningspecifiedinthedefinitionof “Term SOFR”.

“Permitted Dispositions” means (a) Dispositions of assets in the ordinary course of business on fair and reasonable terms, (b) Dispositions of property by a Loan Party to any other Loan Party or to a Wholly-Owned Subsidiary, (c) Dispositions by any Subsidiary which is not a LoanPartytoanotherSubsidiary,(d)Dispositionsofobsolete,damaged,uneconomicorwornout assets, or assets no longer used or useful in the conduct of the Loan Parties’ business and (e) Dispositions consisting of Restricted Payments permitted in accordance with Section 7.7.

“Permitted Investors” means (a) any of the CIM Founding Principals, (b) any of the Key Employees(excludinganysuchKeyEmployeeswhowerenotKeyEmployeesatleasttwelve(12) monthspriortoobtainingamajorityormoreof theoutstandingEquityInterestsofBorrower);(c) anyImmediateFamilyRelativeofanyoftheCIMFoundingPrincipalsorKeyEmployees;(d)any EstatePlanningEntityforthebenefitofanyperson(s)describedinclauses(a)through(c),(e)any familycharitablefoundationoverwhichanyperson(s)describedinsubclauses(a)through(c)has

direction, (f) Mitsui & Co., Ltd. and its controlled affiliates, (g) Sabre Investments LLC and its controlledaffiliatesand(h)anygroup(asdefinedinsection13(d)oftheExchangeAct)containing anyoftheforegoing“PermittedInvestors”solongassuchmembersofsuchgroupownandcontrol legal and beneficially at least 50.1% of the outstanding voting Equity Interests of the group.

“Permitted Tax Distribution” means, for each taxable year (or portion thereof) of Borrower for which Borrower is treated as a disregarded entity or partnership for U.S. federal, stateand/orlocalincometaxpurposes,distributionstoBorrower’sdirectowner(s)tofundtheU.S. federal, state and/or local income tax liability of such owner(s) (or, if a direct owner is a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes, of Borrower’sultimateindirectowner(s))forsuchtaxableyear(orportionthereof)attributabletothe operationsandactivitiesofBorrower(andthoseofanySubsidiariesthataretreatedasdisregarded entitiesorpartnershipsforU.S.federal,stateand/orlocalincometaxpurposes),inanamountnot to exceed the product of (a) the amount of net taxable income (for the avoidance of doubt, calculated in accordance with the assumptions and limitations set forth in this definition) of Borrower (and Borrower’s allocable share of the net taxable income of any Subsidiaries that are treated as disregarded entities or partnerships for U.S. federal, state and/or local income tax

purposes) for such taxable year (or portion thereof), reduced by net taxable loss or tax credit of Borrower (and Borrower’s allocable share of the net taxable loss ortax credit of any Subsidiaries that are treated as disregarded entities or partnerships for U.S. federal, state and/or local income tax purposes) with respect to the current taxable year and all prior taxable years (or portions thereof) to the extent deductible or creditable against such taxable income and to the extent such lossorcredithasnotpreviouslybeenappliedtoreducetaxableincomeunderthisclause(a),times

(b)themaximumcombinedU.S.federal,stateandlocalincometaxratesapplicabletosuchincome for such taxable year (or portion thereof) applicable to an individual residing in New York City, taking into account the character of Borrower’s income, the deductibility (and any limitations thereon) of state and local income taxes and the deductibility (and any limitations thereon) of expenses.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or governmental authority.

“Plan”meansan“employeebenefitplan”(asdefinedinsection3(3)ofERISA)subjectto TitleIofERISAthatisor,withintheprecedingfiveyears,hasbeenestablishedormaintained,or to which contributions are or, within the preceding five years, have been made or required to be made, by Borrower or any ERISA Affiliate or with respect to which Borrower or any ERISA Affiliate may have any liability.

“Prime Rate” means the per annum rate of interest announced by the Agent, at its main office,fromtimetotimeasits“primerate”(itbeingacknowledgedthatsuchannouncedratemay notnecessarilybethelowestratechargedbytheAgenttoanyofitscustomers),whichPrimeRate shall change simultaneously with any change in such announced rate.

“Private Rating Letter” means a letter issued by an Acceptable Rating Agency in connectionwithanyprivatedebtratingforaseriesoftheSeniorNotesorAdditionalSeniorNotes, which(a)setsforththeDebtRatingforsuchseriesofSeniorNotesorAdditionalSeniorNotes,as applicable,(b)referstothePrivatePlacementNumberissuedbyStandard&Poor’sCUSIPBureau

Service in respect of such series of Senior Notes or Additional Senior Notes, as applicable, (c) addresses the likelihood of payment of both principal and interest on the Senior Notes or Additional Senior Notes, as applicable (which requirement shall be deemed satisfied if either (x) such letter includes confirmation that the rating reflects the Acceptable Rating Agency’s assessment of Borrower’s ability to make timely payment of principal and interest on the Senior Notes or Additional Senior Notes, as applicable, or a similar statement or (y) such letter is silent as to the Acceptable Rating Agency’s assessment of the likelihood of payment of both principal and interest and does not include any indication to the contrary), (d) includes such other information describing the relevant terms of the Senior Notes or Additional Senior Notes, as applicable,asmayberequiredfromtimetotimebytheSVOoranyotherGovernmentalAuthority havingjurisdictionoveranyholderoftheSeniorNotesorAdditionalSeniorNotes,asapplicable, and(e)shallnotbesubjecttoconfidentialityprovisionsorotherrestrictionswhichwouldprevent or limit the letter from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of the Senior Notes or Additional Senior Notes, as applicable.

“Private Rating Rationale Report” means, with respect to any Private Rating Letter, a report issued by the Acceptable Rating Agency in connection with such Private Rating Letter setting forth an analytical review of the Senior Notes or Additional Senior Notes explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, andoperationalrisksandmitigantssupportingtheassignedPrivateRatingfortheSeniorNotesor Additional Senior Notes, as applicable, in each case, on the letterhead of the Acceptable Rating

AgencyoritscontrolledwebsiteandgenerallyconsistentwiththeworkproductthatanAcceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substancegenerallyrequiredbytheSVOoranyotherGovernmentalAuthorityhavingjurisdiction overanyholderofSeniorNotesorAdditionalSeniorNotes,asapplicable,fromtimetotime.Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of Senior Notes or Additional Senior Notes.

“Preferred Stock” means any class of capital stock of a Person that is preferred over any other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Public Market” means (a) a Public Offering has been consummated or (b) Borrower has a class of Equity Interests registered under Section 12(b) or 12(g) of the Exchange Act.

“Public Offering” means a public offering of the Equity Interests of Borrower in an underwritten primary public offering (other than a public offering pursuant to a registration statementonFormS-8(orsuccessorform))oradirectlisting,ineachcase,pursuanttoaneffective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Purchases”hasthemeaningsetforthinSection7.5hereof.

“PurchasingLender”hasthemeaningsetforthinSection11.12(a)hereof. “QFC Credit Support” has the meaning set forth in Section 11.24hereof.

“QualifiedPurchaser”hasthemeaningsetforthinSection2(a)(51)(A)oftheInvestment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder, and includesany“qualifiedinstitutionalbuyer”ascontemplatedbyRule2a51-1(g)issuedpursuantto the Investment Company Act of 1940, as amended.

“Qualified Purchaser Certificate” means a certificate delivered by a Qualified Purchaser substantially in the form of Exhibit L.

“Recipient” means (a) the Agent or (b) any Lender.“Register”hasthemeaningsetforthinSection11.8(h)hereof.

“Refinancing”meanstherepaymentinfullofallIndebtednessandotherobligationsunder thatcertainAmendedandRestatedRevolvingCreditAgreement,datedasofDecember17,2019, by and among CIM Group, LLC, as borrower, the lenders from time to time party thereto and Comerica Bank, as administrative agent, as amended, restated, amended and restated, supplementedorotherwisemodifiedfromtimetotimepriortothedatehereof,andthetermination of all commitments to provide financial accommodations, and all Guaranties and Liens granted, thereunder.

“RelevantGovernmentalBody”meanstheFederalReserveBoardortheFederalReserve BankofNewYork,oracommitteeofficiallyendorsedorconvenedbytheFederalReserveBoard or the Federal Reserve Bank of New York, or, in each case, any successor thereto.

“Representative”hasthemeaningsetforthinSection11.11hereof.

“Request for Advance” means a Request for Revolving Credit Advance or a Request for Swing Line Advance, as the context may indicate or otherwise require.

“RequestforExtension”meansawrittenrequestforanExtensionmadebyBorrowerand delivered to the Agent under Section 2.12(e).

“Request for Revolving Credit Advance” means a written request for a Revolving Credit Advance made by Borrower under Section2.3substantially in the form attached hereto asExhibit A(or such other form to which the Agent and Borrower may agree from time to time).

“Request for Swing Line Advance” means a written request for a Swing Line Advance made by Borrower under Section2.5(c)substantiallyin the formattached hereto as ExhibitB(or such other form to which the Agent and Borrower may agree from time to time).

“Requirement of Law” means, as to any Person, the certificate of incorporation or formationandthebylaws,partnershipagreementorotherorganizationalorgoverningdocuments ofsuchPerson,andanylaw,treaty,ruleorregulationordeterminationofanarbitration,acourtor

other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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

“Responsible Officer” means any Senior Financial Officer and any other officer of Borrower with responsibility for the administration of the relevant portion of this Agreement.

“RestrictedPayment”meansanydividendorotherdistribution(whetherincash,securities or other property) with respect toany Equity Interests of any Person, or any payment (whether in cash,securitiesorotherproperty),includinganysinkingfundorsimilardeposit,onaccountofthe purchase,redemption,retirement,defeasance,acquisition,cancellationorterminationofanysuch Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Credit” means the revolving credit made available to Borrower by the Revolving Credit Lenders pursuant to Article2hereof, in an aggregate amount (subject to the terms hereof) not to exceed, at any one time outstanding, the Revolving Credit Aggregate Commitment.

“Revolving Credit Advance” means an Advance requested by Borrower and made by the Revolving Credit Lenders under Section 2.1, including any re-advance, refunding or conversion of such Advance pursuant to Section 2.3, and, subject to the terms hereof, may be a Base Rate Advance or a Term SOFR Advance.

“Revolving Credit Aggregate Commitment” means, initially, Seventy-Five Million Dollars ($75,000,000.00), as adjusted from time to time in accordance with the terms hereof.

“Revolving Credit Commitment Amount” means, as to any Revolving Credit Lender, (i) if the Revolving Credit Aggregate Commitment has not been terminated, the amount specified opposite such Revolving Credit Lender’s name in the column entitled “Revolving Credit

Commitment Amount” on Annex III, as adjusted from time to time in accordance with the terms hereof; and (ii) if the Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), an amount equal to its Revolving Credit Percentage of the aggregate principal amount outstanding under the Revolving Credit (including any outstanding Swing Line Advances).

“RevolvingCreditFacilityFee”meansthefeepayabletotheAgentfordistributiontothe Revolving Credit Lenders in accordance with Section 2.9.

“Revolving Credit Lenders” means the financial institutions from time to time parties hereto as lenders under the Revolving Credit.

“Revolving Credit Notes” means the revolving credit notes described in Section2.2, each madebyBorrowertotheorderofaRevolvingCreditLenderintheformattachedheretoas

ExhibitC,assuchnotesmaybeamendedorsupplementedfromtimetotime,andanyothernotes issued in substitution, replacement or renewal thereof from time to time.

“RevolvingCreditPercentage”means,astoanyRevolvingCreditLender,thepercentage specifiedoppositesuchRevolvingCreditLender’snameinthecolumnentitled“RevolvingCredit Percentage” on Annex III, as adjusted from time to time in accordance with the terms hereof.

“S&P”meansStandard&Poor’sRatingServices,aStandard&Poor’sFinancialServices LLC business, and any successor thereto.

“Sanctions” means any economic or financial sanctions programs or embargoes administeredorenforcedbytheUnitedStatesGovernment(includingOFAC),theUnitedNations Security Council, the European Union, Her Majesty’s Treasury or other authority having jurisdiction over any Loan Party or its Subsidiaries.

“SEC” means the Securities and Exchange Commission of the United States of America. “SecuritiesAct”meanstheSecuritiesActof1933andtherulesandregulations

promulgatedthereunderfromtime totimein effect.

“SeniorFinancialOfficer”meansthechieffinancialofficer,principalaccountingofficer, treasurer or comptroller of Borrower.

“SeniorNotes”means,collectively,the6.42%SeriesASeniorNotesdueAugust30,2029, the 6.50% Series B Senior Notes due August 30, 2032 and the 6.75% Series C Senior Notes due August 30, 2034, in each case issued by Borrower pursuant to the Senior Notes Purchase Agreement.

“Senior Notes Purchase Agreement” means that certain Senior Notes Purchase Agreement,datedasofAugust30,2022,byandamongBorrowerandthepurchaserspartythereto, as amended, restated, amended and restated, supplemented or otherwise modified from time to time in a manner not prohibited hereby.

“Significant Subsidiary” means, at any time, any Subsidiary that would at such time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the Closing Date) of Borrower.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvent” means that, as of any date of determination with respect to Borrower and its Subsidiaries (determined on a Consolidated basis), (i) the aggregate amount of such Persons’ Indebtedness as at such date does not exceed the present fair saleable value of their assets on a going-concern basis as at such date, (ii) such Persons’ capital as of such date is not unreasonably smallinrelationtotheirbusinessascontemplatedonsuchdate,(iii)suchPersonshavenot

incurred, and do not intend to incur or believe (nor should they reasonably believe) that they will incur,debtsbeyondtheirabilitytopayastheybecomedue(whetheratmaturityorotherwise),and

(iv) such Persons are “solvent” within the meaning given that term and similar terms under any applicableDebtorReliefLawandapplicablelawsrelatingtofraudulentoravoidabletransfersand conveyances.For purposes of this definition, the amount of any contingent liability at any time shall be the amount that could reasonably be expected to become an actual and matured liability.

“Specified Equity Contribution” has the meaning set forth in Section 7.8(a)hereof. “SpecifiedNote”meansthatcertainPromissoryNoted,datedMarch25,2022,madeby

BorrowerinfavorofCIMGroupInvestments,LLC,aDelawarelimitedliabilitycompany,inthe original aggregate principal amount of $66,000,000.

“SpecifiedTransaction”shallmeanany(i)materialacquisitionorinvestment,(ii)material sale or transfer of assets or property or other asset disposition (including any disposal, abandonment or discontinuance of operations), (iii) incurrence, repayment or refinancing of ConsolidatedFundedIndebtedness,or(iv)othertransaction,electionorothereventforwhichthis Agreement requiresproforma compliance with a testor covenant hereunder orrequires suchtest or covenant to be calculated on a pro forma basis.

“State Sanctions List” means a list that is adopted by any state Governmental Authority pertainingtoPersonsthatengageininvestmentorothercommercialactivitiesinIranoranyother country that is a target of any Sanctions.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one ormoreofitsSubsidiariesorsuchfirstPersonandoneormoreofitsSubsidiariesownssufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies,toelectamajorityofthedirectors(orPersonsperformingsimilarfunctions)ofsuch second Person, and any partnership or joint venture if more than a 50% interest in the profits or capitalthereofisownedbysuchfirstPersonoroneormoreofitsSubsidiariesorsuchfirstPerson andoneormoreofitsSubsidiaries(unlesssuchpartnershiporjointventurecananddoesordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of Borrower.

“Subsidiary Guarantor” means, collectively, the Original Subsidiary Guarantors and any other Subsidiary of Borrower that may from time to time guaranty the Obligations of Borrower pursuant to the Subsidiary Guaranty.

“SubsidiaryGuaranty”meanstheSubsidiaryGuaranty,substantiallyintheformsetforth on Exhibit Ghereto, dated as of the Closing Date, pursuant to which the Subsidiary Guarantors shall jointly and severally guaranty the Obligations of Borrower, as amended, restated, amended and restated, supplemented or otherwise modified from time to time (including by the Guarantor Supplements).

“SupportedQFC”hasthemeaningsetforthinSection11.24hereof. “SVO” means the Securities Valuation Office of the NAIC.

“Swap Contract” means (a) any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,commodityoptions,forwardcommoditycontracts,equityorequityindexswapsoroptions, bondorbondpriceorbondindexswapsoroptionsorforwardforeignexchangetransactions,cap transactions, floor transactions, currency options, spot contracts or any other similar transactions oranyoftheforegoing(includinganyoptionstoenterintoanyoftheforegoing),and(b)anyand all transactions of any kind, and the related confirmations, which are subject to the terms and conditionsof,orgovernedby,anyformofmasteragreementpublishedbytheInternationalSwaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for anydatepriortothedatereferencedinclause(a),theamounts(s)determinedasthemark-to-market values(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.

“Swing Line” means the revolving credit made available to Borrower by the Swing Line LenderpursuanttoSection2.5,inanaggregateamount(subjecttothetermshereof)nottoexceed, at any one time outstanding, the Swing Line Maximum Amount.

“SwingLineAdvance”meansanAdvancerequestedbyBorrowerandmadebytheSwing Line Lender pursuant to Section 2.5, which shall be a Base Rate Advance.

“Swing Line Lender” means City National Bank in its capacity as lender of Swing Line Advances under Section 2.5, or its successor as subsequently designated hereunder.

“Swing Line Maximum Amount” means, initially, Twenty-Eight Million One Hundred Twenty-Five Thousand Dollars ($28,125,000), as adjusted from time to time in accordance with the terms hereof.

“SwingLineNote”meanstheswinglinenotewhichmaybeexecutedbyBorrowerpayable to the order of the Swing Line Lender pursuant to Section2.5(b)(ii)hereof in the form attached hereto as ExhibitD, as such note may be amended or supplemented from time to time, and any note or notes issued in substitution, replacement or renewal thereof from time to time.

“Swing Line Participation Certificate” means the Swing Line Participation Certificate deliveredbytheAgenttoeachRevolvingCreditLenderpursuanttoSection2.5(e)(ii)intheform attached hereto as Exhibit E.

“Synthetic Lease” means, at any time, any lease (including leases that may be terminated by the lessee at any time) of any property (a) that is accounted for as an operating lease under GAAPand(b)inrespectofwhichthelesseeretainsorobtainsownershipofthepropertysoleased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“Taxes”means,allpresentorfuturetaxes,levies,imposts,duties,deductions,withholdings (includingbackupwithholding),assessments,feesorotherchargesimposedbyanyGovernmental Authority, including any interest, additions to tax or penalties applicable thereto.

“TermSOFR”means

(a)foranycalculationwithrespecttoaTermSOFRAdvance,theTermSOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “PeriodicTermSOFRDeterminationDay”)thatistwo(2)U.S.GovernmentSecuritiesBusiness Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not beenpublishedbytheTermSOFRAdministratorandaBenchmarkReplacementDatewithrespect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR ReferenceRateforsuchtenoraspublishedbytheTermSOFRAdministratoronthefirstpreceding

U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b)for any calculation with respect to a Base Rate Advance on any day, the TermSOFR Reference Rate for atenorof one month on theday(suchday,the“Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if asof5:00p.m.(NewYorkCitytime)onanyBaseRateTermSOFRDeterminationDaytheTerm SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR AdministratorandaBenchmarkReplacementDatewithrespecttotheTermSOFRReferenceRate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Dayisnotmorethanthree(3)U.S.GovernmentSecuritiesBusinessDayspriortosuchBaseRate Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Applicable Floor, then Term SOFR shall be deemed to be the Applicable Floor.

“TermSOFRAdministrator”meanstheCMEGroupBenchmarkAdministrationLimited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agent in its reasonable discretion).

“Term SOFR Advance” means any Advance which bears interest at Term SOFR. “TermSOFRReferenceRate”meanstheforward-lookingtermratebasedonSOFR.

“UKFinancialInstitution”meansanyBRRDUndertaking(assuchtermisdefinedunder thePRARulebook(asamendedformtimetotime)promulgatedbytheUnitedKingdomPrudential

Regulation Authority) or any Person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UKResolutionAuthority”meanstheBankofEnglandoranyotherpublicadministrative authority having responsibility for the resolution of any UK Financial Institution.

“UniformCommercialCode”or“UCC”meanstheUniformCommercialCodeasineffect from time to time in any applicable jurisdiction; providedthat, unless otherwise specified or the context otherwise requires, such terms shall refer to the Uniform Commercial Code as in effect from time to time in the State of New York.

“USA Patriot Act” means United States Public Law 107 56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S.Person”meansanyPersonthatisa“UnitedStatesPerson”asdefinedin Section 7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” has the meaning set forth in Section 11.24hereof. “U.S. Tax Compliance Certificate” has the meaning set forth in Section 11.13hereof. “WeightedPercentage”means,withrespecttoanyLender,itsweightedpercentage

calculatedbydividing(i)itsRevolvingCreditCommitmentAmount,by(ii)theRevolvingCredit AggregateCommitment(or,iftheRevolvingCreditAggregateCommitmenthasbeenterminated (whetherbymaturity,accelerationorotherwise),theaggregateprincipalamountoutstandingunder the Revolving Credit, including any outstanding Swing Line Advances.Annex IIIreflects each Lender’s Weighted Percentage, and may be revised by the Agent from time to time to reflect changes in the Weighted Percentages of the Lenders.

“Wholly-OwnedSubsidiary”means,atanytime,anySubsidiaryalloftheequityinterests (exceptdirectors’qualifyingshares,employeeandprofit-sharinginterests)andvotinginterestsof which are owned by any one or more of Borrower and Borrower’s other Wholly-Owned Subsidiaries at such time.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete orpartialwithdrawalfromsuchMultiemployerPlan,assuchtermsaredefinedinPartIofSubtitle E of Title IV of ERISA.

“WithholdingAgent”meansanyLoanPartyandtheAgent.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority,thewrite-downandconversionpowersofsuchEEAResolutionAuthorityfromtimeto time under the Bail-In Legislation for the applicable EEA Member Country, which write-down andconversionpowersaredescribedintheEUBail-InLegislationSchedule,and(b)withrespect

to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of thatliabilityintoshares,securitiesorobligationsofthatpersonoranyotherperson,toprovidethat any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2InterpretiveProvisions.For purposes of this Agreement:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)References herein to “sections,” “subsections,” “clauses,” “paragraphs,” “subparagraphs,”“exhibits,”“annexes”and“schedules”shallbetosections,subsections,clauses, paragraphs, subparagraphs, exhibits, annexes and schedules, respectively, of this Agreement unless otherwise specified or unless the context otherwise clearly indicates.

(c)Theterms“including”and“include”arenotlimiting,andmean“including or include without limitation.”

(d)The terms “hereof”, “hereto”, “hereunder” and similar terms shall refer to this Agreement and not to any particular paragraph or provision of this Agreement.

(e)Incomputingperiodsoftimefromaspecifieddatetoalaterspecifieddate, 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.”

(f)Unless otherwise expressly provided herein, (i) references to agreements (includingthisAgreementandtheotherLoanDocuments)andothercontractualinstrumentsshall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation.

(g)Referencestothe“ordinarycourse”refertotheordinarycourseofbusiness of Borrower and its Subsidiaries, taken as a whole, unless otherwise specified.

(h)ThisAgreementandtheotherLoanDocumentsaretheresultofnegotiations among and have been reviewed by counsel to the Agent, the Lenders, Borrower and the other partiestheretoandaretheproductsofallparties.Accordingly,theyshallnotbeconstruedagainst the Agent or a Lender merely because of the Agent’s or such Lender’s involvement in their preparation.

1.3AccountingTerms;Divisions.

(a)Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to themin conformity with GAAP.If at any time any change in GAAP would affect the computation of any financial ratio or other requirement set forth in any Loan Document (a “GAAP Change Event”), at Borrower’s request the Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to

preserve the original intent thereof in light of such change in GAAP; provided, that until so amended,eachsuchratioorrequirementshallcontinuetobecomputedinconformitywithGAAP asineffectimmediatelypriortosuchchange.FollowinganyGAAPChangeEvent,anduntilsuch ratioorrequirementissoamended,Borrowershallprovidewithanyfinancialstatementsdelivered under Sections6.1(a)and 6.1(d)an internally-prepared reconciliation between such financial statementsandanyfinancialinformationrequiredforthecomputationofsuchratioorrequirement in accordance with GAAP as in effect prior to such GAAP Change Event.

(b)Notwithstanding anything to the contrary in Section1.3(a)or in the definition of “Capitalized Lease,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards UpdateNo.2016-02,Leases(Topic842)(“FAS842”),totheextentsuchadoptionwouldrequire treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December31, 2015, such lease shall not be considered a capital lease, any lease that would have been treated as an operating lease under GAAP as in effect on December31, 2015 shall continue to be considered an operating lease, and all calculations and deliverables underthisAgreementoranyotherLoanDocumentshallbemade ordelivered,asapplicable,in accordance therewith.

(c)For all purposes under the Loan Documents, in connection with any Division, (a) if any asset, right, obligation or liability of any Dividing Person becomes the asset, right, obligation or liability of a Division Successor, then it shall be deemed to have been transferred from the Dividing Person to the Division Successor, and (b) any Division Successor shallbedeemedtohavebeenorganizedonthefirstdateofitsexistencebytheholdersofitsEquity Interests at such time.

1.4Rates.The Agent doesnot warrant or acceptresponsibilityfor,and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation oforanyothermatterrelatedtotheBaseRate,theTermSOFRReferenceRateorTermSOFR,or any component definition thereof or rates referred to in the definition thereof, or any alternative, successororreplacementratethereto(includinganyBenchmarkReplacement),includingwhether thecompositionorcharacteristicsofanysuchalternative,successororreplacementrate(including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalenceof,orhavethesamevolumeorliquidityas,theBaseRate,theTermSOFRReference Rate,TermSOFRoranyotherBenchmarkpriortoitsdiscontinuanceorunavailability,or(b)the effect, implementation or composition of any Conforming Changes. The Agent may select informationsourcesorservicesinitsreasonablediscretiontoascertaintheBaseRate,TermSOFR Reference Rate, Term SOFR or any component thereof or any other Benchmark, in each case pursuanttothetermsofthisAgreement,andshallhavenoliabilitytoBorroweroranyotherPerson or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequentialdamages,costs,lossesorexpenses(whetherintort,contractorotherwiseand

whether at law or in equity), for any error or calculation of any such rate (or component thereof) providedbyanysuchinformationsourceorservice.Inconnectionwiththeuseoradministration ofanyBenchmark,theAgentwillhavetherighttomakeConformingChangesfromtimetotime and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.The Agent will promptly notify Borrower and the Lenders of the effectiveness of any Conforming Changes.

1.5ProForma Calculations.Fortheavoidanceofdoubt:

(a)For purposes of determining compliance with any provision of this Agreementthatrefersto“proformacompliance”,“proformaeffect”ortoanydeterminationbeing madeona“proformabasis”orwordsofsimilareffect,anySpecifiedTransactionoccurringsince the first day of the most recently ended period of four consecutive fiscal quarters for which financialstatementshavebeen(orwererequiredtohavebeen)deliveredpursuanttoSection6.1(a)orSection6.1(b)shallbedeemedtohaveoccurredasof,andproformaadjustmentsarisingoutof eventsattributabletosuchSpecifiedTransactionshallbemadefromandafter,thefirstdayofsuch four fiscal quarter measurement period and continuing through the last day of such four fiscal quarter measurement period.

(b)Upon giving effect to a transaction on a “pro forma” basis, (i) any Indebtedness incurred by Borrower or any of its Subsidiaries in connection with such Specified Transaction shall be deemed to be Indebtedness on the last day of such four fiscal quarter measurementperiod,(ii)incomestatementitems(whetherpositiveornegative)andConsolidated Adjusted EBITDA attributable to all property acquired in such Specified Transaction, or to the investment constituting such Specified Transaction, as applicable, shall be included as if such Specified Transaction had occurred as of the first day of such four fiscal quarter measurement period,and(iii)incomestatementitems(whetherpositiveornegative)attributabletoallproperty disposed of in any Specified Transaction shall be excluded as if such Specified Transaction had occurred as of the first day of such four fiscal quarter measurement period.

(c)WheneverproformaeffectistobegiventoanySpecifiedTransaction,the pro forma calculations shall be made in good faith by a Responsible Officer of Borrower.

(d)Whenever a financial ratio or test is to be calculated on a pro forma basis, therelevantmeasurementperiodforpurposesofcalculatingsuchfinancialratioortestshallbethe mostrecentlyendedfourfiscalquarterperiodforwhichthefinancialstatementsofBorrowerand its Subsidiaries have been (or were required to have been) delivered pursuant to Section 6.1(a)or Section 6.1(b), and such calculation shall be based on such financial statements.

2.REVOLVINGCREDIT.

2.1Commitment.Subject to the terms and conditions of this Agreement (including Section2.3),eachRevolvingCreditLenderseverallyandforitselfaloneagreestomakeAdvances oftheRevolvingCreditinDollarstoBorrowerfromtimetotimeonanyBusinessDayduringthe period from the Closing Date until (but excluding) the Maturity Date in an aggregate amount not toexceedatanyonetimeoutstandingsuchLender’sRevolvingCreditPercentageoftheRevolving

Credit Aggregate Commitment.Subject to the terms and conditions set forth herein, advances, repayments and re-advances may be made under the Revolving Credit.

2.2AccrualofInterestandMaturity;EvidenceofObligations.

(a)Borrower hereby unconditionally promises to pay to the Agent for the account of each Revolving Credit Lender the then unpaid principal amount of each Revolving Credit Advance (plus all accrued and unpaid interest) of such Revolving Credit Lender to Borrower on the Maturity Date and on such other dates and in such other amounts as may be requiredfromtimetotimepursuanttothisAgreement.Subjecttothetermsandconditionshereof, each Revolving Credit Advance shall, fromtime to time fromand after the date of such Advance (until paid), bear interest at its Applicable Interest Rate.

(b)Each Revolving Credit Lender shall maintain in accordance with its usual practiceanaccountoraccountsevidencingtheindebtednessofBorrowertotheappropriatelending office of such Revolving Credit Lender resulting from each Revolving Credit Advance made by such lending office of such Revolving Credit Lender from time to time, including the amounts of principalandinterestpayablethereonandpaidtosuchRevolvingCreditLenderfromtimetotime under this Agreement.

(c)The Agent shall maintain the Register pursuant to Section11.8(h), and a subaccount therein for each Revolving Credit Lender, in which Register and subaccounts (taken together)shallberecorded(i)theamountofeachRevolvingCreditAdvancemadehereunder,the type thereof and each Interest Period applicable to any Term SOFR Advance, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each RevolvingCreditLenderhereunderinrespectoftheRevolvingCreditAdvancesand(iii)boththe amount of any sum received by the Agent hereunder from Borrower in respect of the Revolving Credit Advances and each Revolving Credit Lender’s share thereof.

(d)TheentriesmadeintheRegistermaintainedpursuanttoSection2.2(c)and Section11.8(h)shall, absent manifest error, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of Borrower therein recorded; provided, however, that the failure of any Revolving Credit Lender or the Agent to maintain the Register or any account, as applicable, or any error therein, shall not in any manner affect the obligationofBorrowertorepaytheRevolvingCreditAdvances(andallotheramountsowingwith respect thereto) made to Borrower by the Revolving Credit Lenders in accordance with the terms of this Agreement.

(e)Borrower agrees that, upon written request to the Agent by any Revolving CreditLender,Borrowerwillexecuteanddeliver,tosuchRevolvingCreditLender,atBorrower’s own expense, a Revolving Credit Note evidencing the outstanding Revolving Credit Advances owing to such Revolving Credit Lender.

2.3RequestsforandRefundingsandConversionsofAdvances.Borrowermayrequest an Advance (other than a Swing Line Advance, which shall be governed by Section2.5) of the Revolving Credit, a refund of any Revolving Credit Advance in the same type of Advance or to convertanyRevolvingCreditAdvancetoanyothertypeofRevolvingCreditAdvanceonlyby

deliverytotheAgentofaRequestforRevolvingCreditAdvanceexecutedbyaResponsible Officer of Borrower, subject to the following:

(a)eachsuchRequestforRevolvingCreditAdvanceshallsetforththe information required on the Request for Revolving Credit Advance, including:

(i)the proposed date of such Revolving Credit Advance (or the refunding or conversion of an outstanding Revolving Credit Advance), which must be a Business Day;

(ii)whether such Advance is a new Revolving Credit Advance or a refunding or conversion of an outstanding Revolving Credit Advance; and

(iii)whether such Revolving Credit Advance is to be a Base Rate Advance or a Term SOFR Advance, and, with respect to each Term SOFR Advance, the firstInterestPeriodapplicablethereto;provided,however,thattheinitialRevolvingCredit

Advance made under this Agreement shall be a Base Rate Advance, which may then be converted into a Term SOFR Advance in compliance with this Agreement.

(b)each such Request for Revolving Credit Advance shall be delivered to the Agentby11:00a.m.(LosAngelestime)three(3)BusinessDayspriortotheproposeddateofthe RevolvingCreditAdvance,exceptinthecaseofaBaseRateAdvance,forwhichtheRequestfor Revolving Credit Advance must be delivered by 11:00 a.m. (Los Angeles time) one (1) Business Day prior to the proposed date for such Revolving Credit Advance;

(c)on the proposed date of such Revolving Credit Advance, the aggregate principalamountofallRevolvingCreditAdvancesandSwingLineAdvancesoutstandingonsuch date,aftergivingeffecttoalloutstandingrequestsforRevolvingCreditAdvancesandSwingLine Advances, shall not exceed the Revolving Credit Aggregate Commitment;

(d)in the case of a Base Rate Advance, the principal amount of the initial fundingofsuchAdvance,asopposedtoanyrefundingorconversionthereof,shallbeatleast

$1,000,000 (or a larger integral multiple of $100,000) or the remainder available under the Revolving Credit Aggregate Commitment if less than $1,000,000;

(e)in the case of a Term SOFR Advance, the principal amount of such Advance,plustheamountofanyotheroutstandingRevolvingCreditAdvancetobethencombined therewith having the same Interest Period, if any,shall be at least $2,000,000(or a larger integral multiple of $100,000) or the remainder available under the Revolving Credit Aggregate Commitment if less than $2,000,000, and at any one time there shall not be in effect more than five (5) different Interest Periods; and

(f)aRequestforRevolvingCreditAdvance,oncedeliveredtotheAgent,shall not be revocable by Borrower.

The Agent, acting on behalf of the Revolving Credit Lenders, may also, at its option, lend under thisSection2.3uponthetelephoneoremailrequestofaResponsibleOfficerofBorrowertomake suchrequestsand,intheeventtheAgent,actingonbehalfoftheRevolvingCreditLenders,makes

anysuchAdvanceuponatelephoneoremailrequest,aResponsibleOfficerofBorrowershallfax or deliver by electronic file to the Agent, on the same day as such telephone or email request, an executed Request for Revolving Credit Advance.Borrower hereby authorizes the Agent to disburse Advances under this Section2.3pursuant to the telephone or email instructions of any person purporting to be a Responsible Officer of Borrower.Notwithstanding the foregoing, Borrower acknowledges that Borrower shall bear all risk of loss resulting from disbursements madeuponanytelephoneoremailrequest.EachtelephoneoremailrequestforanAdvancefrom a Responsible Officer ofBorrower shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.

2.4DisbursementofAdvances.

(a)UponreceivinganyRequestforRevolvingCreditAdvancefromBorrower underSection2.3,theAgentshallpromptlynotifyeachRevolvingCreditLenderbywire,telexor telephone (confirmed by wire, telecopy or telex) of the amount of such Advance being requested andthedatesuchRevolvingCreditAdvanceistobemadebyeachRevolvingCreditLenderinan amountequaltoitsRevolvingCreditPercentageofsuchAdvance.UnlesssuchRevolvingCredit Lender’s commitment to make Revolving Credit Advances hereunder shall have been suspended or terminated in accordance with this Agreement, each such Revolving Credit Lender shall make

available the amount of its Revolving Credit Percentage of each Revolving Credit Advance in immediatelyavailablefundstotheAgentbynolaterthan8:00a.m.(LosAngelestime)onthedate specified in the related Request for Revolving Credit Advance.

(b)Subject to the fulfillment of all applicable conditions set forth herein, the Agent shall make available to Borrower the aggregate of the amounts so received by it from the Revolving Credit Lenders in like funds and currencies by no later than 10:00 a.m. (Los Angeles time) on the date specified in the related Requestfor Revolving Credit Advance, by wire-transfer of such proceeds to the account specified in the related Request for Revolving Credit Advance.

(c)The Agent shall deliver the documents and papers received by it for the accountofeachRevolvingCreditLendertosuchRevolvingCreditLender.UnlesstheAgentshall have been notified by any Revolving Credit Lender prior to the date of any proposed Revolving CreditAdvancethatsuchRevolvingCreditLenderdoesnotintendtomakeavailabletotheAgent such Revolving Credit Lender’s Percentage of such Advance, the Agent may assume that such RevolvingCreditLenderhasmadesuchamountavailabletotheAgentonsuchdate,asaforesaid. The Agent may, but shall not be obligated to, make available to Borrower the amount of such paymentinrelianceonsuchassumption.IfsuchamountisnotinfactmadeavailabletotheAgent bysuchRevolvingCreditLender,asaforesaid,theAgentshallbeentitledtorecoversuchamount on demand from such Revolving Credit Lender.If such Revolving Credit Lender does not pay such amount forthwith upon the Agent’s demand therefor and the Agent has in fact made a corresponding amount available to Borrower, the Agent shall promptly notify Borrower and BorrowershallpaysuchamounttotheAgent,ifsuchnoticeisdeliveredtoBorrowerpriorto12:00

p.m. (Los Angeles time) on a Business Day, on the day such notice is received, and otherwise on thenextBusinessDay,andsuchamountpaidbyBorrowershallbeappliedasaprepaymentofthe Revolving Credit (without any corresponding reduction in the Revolving Credit Aggregate Commitment),reimbursingtheAgentforhavingfundedsaidamountsonbehalfofsuchRevolving CreditLender.Borrowershallretainitsclaimagainst suchRevolvingCreditLenderwithrespect

totheamountsrepaidbyittotheAgentand,ifsuchRevolvingCreditLendersubsequentlymakes such amounts available to the Agent, the Agent shall promptly make such amounts available to Borrower as a Revolving Credit Advance.The Agent shall also be entitled to recover from such RevolvingCreditLenderorBorrower,asthecasemaybe,butwithoutduplication,interestonsuch amount in respect of each day from the date such amount was made available by the Agent to Borrower, to the date such amount is recovered by the Agent, at a rate per annum equal to:

(i)in the case of such Revolving Credit Lender, for the first two (2) Business Days such amount remains unpaid, the Federal Funds Effective Rate, and thereafter, at the rate of interest then applicable to such Revolving Credit Advances (plus any administrative, processing or similar fees assessed by Agent in connection with the foregoing); and

(ii)in the case of Borrower, the rate of interest then applicable to such Advance of the Revolving Credit.

Until such Revolving Credit Lender has paid the Agent such amount, such Revolving Credit LendershallhavenointerestinorrightswithrespecttosuchAdvanceforanypurposewhatsoever. TheobligationofanyRevolvingCreditLendertomakeanyRevolvingCreditAdvancehereunder shall not be affected by the failure of any other Revolving Credit Lender to make any Advance hereunder, and no Revolving Credit Lender shall have any liability to Borrower or any of its Subsidiaries, the Agent, any other Revolving Credit Lender, or any other party for another Revolving Credit Lender’s failure to make any loan or Advance hereunder.

2.5Swing Line.

(a)Swing Line Advances.The Swing Line Lender may, on the terms and subjecttotheconditionshereinaftersetforth(includinginSection2.5(c)),butshallnotberequired to,makeoneormoreAdvances(eachsuchadvancebeinga“SwingLineAdvance”)toBorrower from time to time on any Business Day during the period from the Closing Date until (but excluding) the Maturity Date in an aggregate amount not to exceed at any one time outstanding the Swing Line Maximum Amount.On the terms and subject to the conditions set forth herein, advances, repayments and re-advances may be made under the Swing Line.

(b)AccrualofInterestandMaturity;EvidenceofObligations.

(i)The Swing Line Lender shall maintain in accordance with its usual practiceanaccountoraccountsevidencingtheindebtednessofBorrowertotheSwingLine Lender resulting fromeach Swing Line Advance fromtime to time, including the amount and date of each Swing Line Advance, its Applicable Interest Rate, its Interest Period, if any, and the amount and date of any repayment made on such Swing Line Advance from time to time.The entries made in the Swing Line Lender’s account or accounts shall be prima facie evidence, absent manifest error, of the existence and amounts of Borrower’s obligations therein recorded; provided, however, that the Swing Line Lender’s failure to maintainanysuchaccountoraccounts,asapplicable,oranyerrortherein,shallnotinany manner affect Borrower’s obligation to repay the Swing Line Advances (and all other amounts owing with respect thereto) in accordance with the terms of this Agreement.

(ii)Borrower agrees that, upon Swing Line Lender’s written request, Borrower will execute and deliver to the Swing Line Lender a Swing Line Note.

(iii)BorrowerunconditionallypromisestopaytotheSwingLineLender thethenunpaidprincipalamountofanySwingLineAdvances(plusallaccruedandunpaid interest) on the Maturity Date and on such other dates and in such other amounts as may be required from time to time pursuant to this Agreement.Subject to the terms and conditionshereof,eachSwingLineAdvanceshall,fromtimetotimeafterthedateofsuch Advance (until paid), bear interest at its Applicable Interest Rate.

(c)Requests for Swing Line Advances.Borrower may request a Swing Line AdvancebydeliveringtotheSwingLineLenderaRequestforSwingLineAdvanceexecutedby a Responsible Officer of Borrower.The Swing Line Lender’s obligation to make the requested Swing Line Advance shall be subject to satisfaction of all of the following conditions:

(i)suchRequestforSwingLineAdvanceshallsetforththeinformation requiredontheRequestforSwingLineAdvance,including(A)theproposeddateofsuch Swing Line Advance, which must be a Business Day and (B) any other information required on the Request for Swing Line Advance;

(ii)on the proposed date of such Swing Line Advance, after giving effect to all outstanding requests for Swing Line Advances made by Borrower as of such date, the aggregate principal amount of all outstanding Swing Line Advances shall not exceed the Swing Line Maximum Amount;

(iii)on the proposed date of such Swing Line Advance, after giving effecttoalloutstandingrequestsforRevolvingCreditAdvancesandSwingLineAdvances made by Borrower as of such date, the aggregate principal amount of all outstanding Revolving

Credit Advances and Swing Line Advances shall not exceed the Revolving Credit Aggregate Commitment;

(iv)theprincipalamountoftherequestedSwingLineAdvanceshallbe at least Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), or such lesser amount to which the Swing Line Lender may agree;

(v)eachsuchRequestforSwingLineAdvanceshallbedeliveredtothe Swing Line Lender not later than 10:00 a.m. (Los Angeles time) on the proposed date of such Swing Line Advance; and

(vi)eachRequestforSwingLineAdvance,oncedeliveredtotheSwing Line Lender, shall be irrevocable.

Unless sooner paid pursuant to the provisions hereof, the principal amount of the Swing Line Advances shall be paid in full, together with accrued interest thereon, on the Maturity Date.The Agent may, at its option, also elect to make Swing Line Advances upon Borrower’s telephone requestsonthebasissetforthinthelastparagraphofSection2.3,providedthatBorrowercomplies with the provisions of this Section 2.5.

(d)Disbursements of Swing Line Advances.Upon receiving any executed RequestforSwingLineAdvancefromBorrowerandthesatisfactionoftheconditionssetforthin Section2.5(c),theSwingLineLendershall,atitsoption,maketherequestedamountavailableto Borrower in Dollars not later than 2:00 p.m. (Los Angeles time) on the date of such Swing Line Advance,bycredittoanaccountofBorrowermaintainedwiththeAgentortosuchotheraccount or third party as Borrower may reasonably direct in writing, subject to applicable law, provided such direction is timely given.The Swing Line Lender shall promptly notify the Agent of any Swing Line Advance by telephone, telex or telecopier.

(e)Refundingofor ParticipationInterestinSwingLineAdvances.

(i)The Agent, at any time in its sole and absolute discretion, may, in each case on behalf of Borrower (which hereby irrevocably directs the Agent to act on its behalf),requesteachoftheRevolvingCreditLenders(includingtheSwingLineLenderin itscapacityasaRevolvingCreditLender)tomakeanAdvanceoftheRevolvingCreditto Borrower, in an amount equal to such Revolving Credit Lender’s Revolving Credit PercentageoftheaggregateprincipalamountoftheSwingLineAdvancesoutstandingon the date such notice is given (the “Refunded Swing Line Advances”).The applicable Revolving Credit Advances used to refund any Swing Line Advances shall be Base Rate Advances.InconnectionwiththemakingofanysuchRefundedSwingLineAdvancesor the purchase of a participation interest in Swing Line Advances under Section2.5(e)(ii), the Swing Line Lender shall retain its claim against Borrower for any unpaid interest or fees in respect thereof accrued to the date of such refunding.Unless any of the events described in Section8.1(g)or Section8.1(h)shall have occurred (in which event the procedures of Section2.5(e)(ii)shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are thensatisfied(butsubjecttoSection2.5(e)(iii)),eachRevolvingCreditLendershallmake the proceeds of its Revolving Credit Advance available to the Agent for the benefit of the SwingLineLenderattheofficeoftheAgentspecifiedinSection2.4(a)prior to8:00a.m. (Los Angeles time) on the Business Day next succeeding the date such notice is given, in immediately available funds.The proceeds of such Revolving Credit Advances shall be

immediatelyappliedtorepaytheRefundedSwingLineAdvances,subjecttotheprovisions of Section 3.1.

(ii)If, prior to the making of an Advance of the Revolving Credit pursuanttoSection2.5(e)(i),oneoftheeventsdescribedinSection8.1(g)orSection8.1(h)shall have occurred, each Revolving Credit Lender will, on the date such Advance of the Revolving Credit was to have been made, purchase from the Swing Line Lender an undivided participating interest in each Swing Line Advance that was to have been refunded in an amount equal to its Revolving Credit Percentage of such Swing Line Advance.EachRevolvingCreditLenderwithinthetimeperiodsspecifiedinSection2.5(e)(i), as applicable, shall immediately transfer to the Agent, for the benefit of the Swing Line Lender, in immediately available funds, an amount equal to its Revolving Credit Percentage of the aggregate principal amount of all Swing Line Advances outstandingasofsuchdate.Uponreceiptthereof,theAgentwilldelivertosuchRevolving Credit Lender a Swing Line Participation Certificate evidencing such participation.

(iii)Each Revolving Credit Lender’s obligation to make Revolving Credit Advances to refund Swing Line Advances, and to purchase participation interests, in accordance with Sections2.5(e)(i)and 2.5(e)(ii), respectively, shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim,recoupment,defenseorotherrightwhichsuchRevolvingCreditLendermay haveagainstSwingLineLender,BorroweroranyotherPersonforanyreasonwhatsoever;

(B) the occurrence or continuance of any Default or Event of Default; (C) any adverse change in the condition (financial or otherwise) of Borroweror any other Person; (D) any breachofthisAgreementoranyotherLoanDocumentbyBorroweroranyotherPerson;

(E) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Revolving Credit Advance is to be made or such participating interest is to be purchased; (F) the termination of the Revolving Credit Aggregate Commitment hereunder; or (G) any other circumstance, happening or event whatsoever,whetherornotsimilartoanyoftheforegoing.IfanyRevolvingCreditLender doesnotmakeavailabletotheAgenttheamountrequiredpursuanttoSections2.5(e)(i)or 2.5(e)(ii), as the case may be, the Agent on behalf of the Swing Line Lender, shall be entitled to recover such amount on demand from such Revolving Credit Lender, together withinterestthereonforeachdayfromthedateofnon-paymentuntilsuchamountispaid in full (x) for the first two (2) Business Days such amount remains unpaid, at the Federal FundsEffectiveRateand(y)thereafter,attherateofinterestthenapplicabletosuchSwing Line Advances.The obligation of any Revolving Credit Lender to make available its pro rataportionoftheamountsrequiredpursuanttoSections2.5(e)(i)or2.5(e)(ii)shallnotbe affected by the failure of any other Revolving Credit Lender to make such amounts available, and no Revolving Credit Lender shall have any liability to any Loan Party, the Agent, the Swing Line Lender, or any other Revolving Credit Lender or any other party for another Revolving Credit Lender’s failure to make available the amounts required under Sections 2.5(e)(i)or 2.5(e)(ii).

(iv)Notwithstandingtheforegoing,noRevolvingCreditLendershallbe required to make any Revolving Credit Advance to refund a Swing Line Advance or to purchase a participation in a Swing Line Advance if at least two (2) Business Days prior to the making of such Swing Line Advance by the Swing Line Lender, the officers of the Swing Line Lender immediately responsible for matters concerning this Agreement shall have received written notice from the Agent or any Lender that Swing Line Advances should be suspended based on the occurrence and continuance of a Default or Event of

Default and stating that such notice is a “notice of default”; provided, however that the obligation of the Revolving Credit Lenders to make or refund such Swing Line Advance orpurchaseaparticipationinsuchSwingLineAdvance)shallbereinstateduponthedate on which such Default or Event of Default has been waived by the requisite Lenders.

2.6InterestPayments;DefaultInterest.

(a)Subject to clause (e) of this Section 2.6, all Advances hereunder shall bear interest at a per annum interest rate equal to the Applicable Interest Rate for such Advances.

(b)Accrued interest on (x) each Base Rate Advance of the Revolving Credit and Swing Line Advance shall be payable in immediately available funds quarterly in arrears on

the first Business Day of each calendar quarter (in respect of the prior calendar quarter or any portion thereof), and (y) each Term SOFR Advance of the Revolving Credit shall be payable in immediately available funds on the last day of the Interest Period applicable thereto (and, if any InterestPeriodshallexceedthreemonths,thenonthelastBusinessDayofthethirdmonthofsuch Interest Period, and at three month intervals thereafter), and in each case at such other times as maybespecifiedherein;providedthat(i)interestaccruedpursuanttoclause(e)ofthisSection2.6shall be payable on demand, (ii) in the event of any repayment or prepayment of any Revolving Credit Advance or Swing Line Advance (other than a prepayment of a Base Rate Advance prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable onthedateofsuchrepaymentorprepayment,and(iii)intheeventofanyconversionofanyTerm SOFR Advance prior to the end of the Interest Period therefor, accrued interest on such Advance shall be payable on the effective date of such conversion.

(c)InterestaccruinginrespectofanyAdvanceshallbecomputedonthebasis ofa360-dayyear(otherthantotheextentbearinginterestbasedonclause(a)ofthedefinitionof BaseRate,whichshallbebasedonthebasisofa365-dayyear)andassessedfortheactualnumber of days elapsed.

(d)Notwithstanding anything to the contrary in the preceding sections, all accrued and unpaid interest on any Revolving Credit Advance refunded or converted pursuant to Section2.3and any Swing Line Advance refunded pursuant to Section2.5(e), shall be due and payable in full on the date such Advance is refunded or converted.

(e)UpontheoccurrenceandduringthecontinuanceofanyDefaultorEventof Default, all Obligations shall bear interest, after as well as before judgment, at the Default Rate, andallaccruedandunpaidinterestallRevolvingCreditAdvancesandSwingLineAdvancesshall be payable on demand.

2.7Optional Prepayments.

(a)(i)BorrowermayprepayallorpartoftheoutstandingprincipalofanyBase RateAdvanceoftheRevolvingCreditatanytime(subjecttodeliveryofwrittennoticethereofto the Agent by no later than 11:00 a.m. (Los Angeles time) one (1) Business Day prior to the date of such prepayment), and (ii) subject to Section2.10(d), Borrower may prepay all or part of the outstandingprincipalofanyTermSOFRAdvanceoftheRevolvingCreditatanytime(subjectto deliveryofwrittennoticethereoftotheAgentbynolaterthan11:00a.m.(LosAngelestime)three

(3)BusinessDayspriortothedateofsuchprepayment).

(b)Borrower may prepay all or part of the outstanding principal of any Swing LineAdvancecarriedattheBaseRateatanytime(subjecttodeliveryofwrittennoticethereofto the Agent by no later than 11:00 a.m. (Los Angeles time) on the date of such prepayment).

(c)Any prepayment of a Base Rate Advance made in accordance with this Section2.7shallbewithoutpremiumorpenalty,andanyprepaymentofanyothertypeofAdvance shall be subject to the provisions of Section 3.1, but otherwise without premium or penalty.

2.8Base Rate Advance in Absence of Election or Upon Default.If, if on the last day oftheapplicableInterestPeriodaDefaultoranEventofDefaultshallhaveoccurredandbe

continuing,then,onthelastdayoftheapplicableInterestPeriodtheprincipalamountofanyTerm SOFR Advance which has not been prepaid shall, absent a contrary election of the Majority Lenders, be converted automatically to a Base Rate Advance and the Agent shall thereafter promptly notify Borrower in writing of said action.All accrued and unpaid interest on any AdvanceconvertedtoaBaseRateAdvanceunderthisSection2.8shallbedueandpayableinfull on the date such Advance is converted.

2.9Revolving Credit Facility Fee.Borrower shall pay to the Agent for distribution to the Revolving Credit Lenders pro-rata in accordance with their respective Revolving Credit Percentages, a Revolving Credit Facility Fee, which shall accrue quarterly fromthe Closing Date andbepayableinarrearsonthefirstBusinessDayofeachcalendarquarter(inrespectoftheprior calendar quarter or any portion thereof), commencing January2, 2023 and on the Maturity Date. The Revolving Credit Facility Fee payable to the Revolving Credit Lenders shall be determined by multiplying the Applicable Fee Percentage by the average daily unused amount of the RevolvingCreditAggregateCommitmentthenineffect;providedthattheamountofoutstanding Swing Line Advances shall not be considered usage of the Revolving Credit Aggregate Commitment for the purpose of calculating the Revolving Credit Facility Fee.The Revolving CreditFacilityFeeshallbecomputedonthebasisofayearofthreehundredsixty(360)daysand assessedfortheactualnumberofdayselapsed.Uponitsreceiptofeachsuchpayment,theAgent shall make prompt payment to each Revolving Credit Lender of its share of the Revolving Credit FacilityFeebaseduponitsrespectiveRevolvingCreditPercentage.Itisexpresslyunderstoodthat the Revolving Credit Facility Fee payments described in this Section 2.9are not refundable.

2.10MandatoryRepayment ofRevolving Credit Advances.

(a)If at any time and for any reason that the aggregate outstanding principal amount of Revolving Credit Advances plus Swing Line Advances exceeds the Revolving Credit Aggregate Commitment, Borrower shall immediately repay Revolving Credit Advances and SwingLineAdvancesinanamountequaltotheamountofsuchexcess.Borroweracknowledges that, in connection with any repayment required hereunder, it shall also be responsible for the reimbursement of any prepayment or other costs required under Section 3.1.

(b)Within ten (10) Business Days following the first date any series of the Senior Notes or Additional Senior Notes fails to have an Investment Grade Rating (a “Below Investment Grade Rating Event”), Borrower shall give written notice of such event (a “Below Investment Grade Rating Notice”) to the Agent, which Below Investment Grade Rating Notice shalldescribethefactsandcircumstancesofsuchratingsdowngradeinreasonabledetail.Onany Below Investment Grade Rating Prepayment Date (as defined in the Senior Notes Purchase Agreement) or such other date on which Borrower is required to redeem any Senior Notes or Additional Senior Notes as a result of a Below Investment Grade Rating Event, Borrower shall also, by written notice to the Agent for distribution to the Lenders, offer (each such offer, a

“Commitment Termination Offer”) to permanently reduce the Revolving Credit Aggregate Commitmentbyanamountequaltotheresultof(i)theaggregateprincipalamountofSeniorNotes and Additional Senior Notes so redeemed by Borrower divided by(ii) the aggregate principal amount of all then outstanding Senior Notes and Additional Senior Notes at the time of such Commitment Termination Offer multiplied by(iii) the then-outstanding Revolving Credit AggregateCommitmentatthetimeofsuchCommitmentTerminationOffer.Toaccepta

Commitment Termination Offer, a Lender or the Swing Line Lender, as the case may be, shall deliver a written notice of such acceptance (each such acceptance, a “Commitment Termination Acceptance”)totheAgentandBorrowerwithinten(10)BusinessDaysofBorrower’sdeliveryof such Commitment Termination Offer to Agent. If any Lender or the Swing Line Lender does not deliver a Commitment Termination Acceptance to the Agent and Borrower within such ten (10) Business Day period, then such Lender or the Swing Line Lender, as the case may be, shall be deemedtohaverejectedsuchCommitmentTerminationOffer.Ifatanytimefollowingthereceipt of any Commitment Termination Acceptance the aggregate outstanding principal amount of Revolving Credit Advances and Swing Line Advances exceeds the Revolving Credit Aggregate Commitment after giving effect to such Commitment Termination Acceptance, Borrower shall immediately repay Revolving Credit Advances and Swing Line Advances in an amount equal to theamountofsuchexcess.IflessthanallLendersandtheSwingLineLender,collectively,deliver a Commitment Termination Acceptance within such ten (10) Business Day period, then the amount of such commitment reduction shall be applied to the Revolving Credit Commitment Amount of the Persons that delivered a Commitment Termination Acceptance (to the extent such person had elected) notwithstanding any pro rata sharing provisions otherwise set forth in this Agreement.NothinginthisSection2.10(b)shallbeconstruedtolimittherightsorremediesofthe Agent or the Lenders following a Default or Event of Default.

(c)Subject to the provisions of Section9.2, any payments made pursuant to this Section 2.10shall be applied first to outstanding Base Rate Advances under the Revolving Credit, next to Swing Line Advances, and then to Term SOFR Advances under the Revolving Credit.

(d)To the extent that, on the date any mandatory repayment of the Revolving Credit Advances under this Section2.10or payment pursuant to the terms of any of the Loan Documents is due, the Obligations under the Revolving Credit or any other Obligations to be prepaidisbeingcarried,inwholeorinpart,atTermSOFRandnoDefaultorEventofDefaulthas occurredandiscontinuing,Borrowermaydeposittheamountofsuchmandatoryprepaymentina cashcollateralaccounttobeheldbytheAgent,forandonbehalfoftheRevolvingCreditLenders, onsuchtermsandconditionsasarereasonablyacceptabletotheAgentanduponsuchdepositthe obligationofBorrowertomakesuchmandatoryprepaymentshallbedeemedsatisfied.Subjectto the terms and conditions of said cash collateral account, sums on deposit in said cash collateral accountshallbeapplied(untilexhausted)toreduce the principal balanceof the Revolving Credit onthelastdayofeachInterestPeriodattributabletotheTermSOFRAdvancesofsuchRevolving Credit,therebyavoidingbreakagecostsunderSection3.1;provided,however,thatifaDefaultor Event of Default shall have occurred at any time while sums are on deposit in the cash collateral account, the Agent may, in its sole discretion, elect to apply such sums to reduce the principal balance of such Term SOFR Advances prior to the last day of the applicable Interest Period, and Borrower will be obligated to pay any resulting breakage costs under Section 3.1.

2.11[Reserved].

2.12ExtensionofMaturityDate.BorrowershallhaveanoptiontoextendtheMaturity Date then in effect for up to two (2) additional terms following the Closing Date (each, an “Extension”), each not longer than twelve (12) months, subject to satisfaction of the following conditions precedent:

(a)each of the extending Lenders (such Lenders, the “Extending Lenders”), the Swing Line Lender and the Agent in its sole discretion shall have consented to, and obtained credit approval for, such Extension;

(b)as of the effective date of such Extension and immediately after giving effectthereto,therepresentationsandwarrantiessetforthhereinandintheotherLoanDocuments are true andcorrect in all materialrespects with the same force andeffect as if made on and as of suchdate(otherthananyrepresentationorwarrantythatexpresslyspeaksasofadifferentdate,in whichcasesuchrepresentationandwarrantyshallbetrueandcorrectinallmaterialrespectsasof suchdifferentdate);providedthatanysuchrepresentationsandwarrantieswhicharequalifiedby materiality, Material Adverse Effect or similar language shall be true and correct in all respects;

(c)Borrower shall have paid the Extension Fee to the Agent for the ratable benefit of the Extending Lenders consenting to such Extension;

(d)no Event of Default shall have occurred and be continuing on the date on which notice is given in accordance with the following clause (e)or on the effective date of such Extension; and

(e)Borrower shall have delivered, by no later than the date that is thirty (30) dayspriortotheMaturityDatesubjecttoExtension,aRequestforExtensiontotheAgent(which shall be promptly forwarded by the Agent to each Lender).

2.13CommitmentIncrease.

(a)Borrower may, on one occasion, by written notice to the Agent, request an increase to the Revolving Credit Aggregate Commitment (a “Commitment Increase”; and the effective date of such Commitment Increase, the “Commitment Increase Effective Date”), in an aggregateamountnottoexceed$125,000,000.SuchCommitmentIncreasemayonlybeprovided by an Eligible Assignee (any such Eligible Assignee, an “Additional Lender”); provided, that, in no event shall any existing Lender be obligated to provide any such Commitment Increase.

(b)Such Commitment Increase shall become effective, as of the Commitment Increase Effective Date, so long as:

(i)the conditions set forth in Section 4.2shall have be satisfied as of the Commitment Increase Effective Date, mutatis mutandis; provided, that, satisfaction of the conditions set forth in clauses (c), and (d)of such Section 4.2shall only be required to the extent that any Advances are made on such Commitment Increase Effective Date;

(ii)such Commitment Increase shall be in an aggregate principal amountthatisnotlessthan$100,000andincrementsof$100,000inexcessthereof;

(iii)the Agent shall have received (A) customary legal opinions addressedtotheLender,boardresolutionsandofficers’certificatesconsistentwith those

delivered on the Closing Date and (B) such other documents as may be reasonably requested by the Agent; and

(iv)BorrowershallhavepaidanyfeesthatarepayabletotheAgentand theAdditionalLendersasmutuallyagreedandshallhavereimbursedtheAgentfor all costs and expenses ofthe Lender in connection therewith that are reimbursable by Borrower pursuant to the terms of this Agreement.

(c)Any Commitment Increase shall be deemed for all purposes of this Agreement and the other Loan Documents as an increase to the Revolving Credit Aggregate Commitment, having the same terms and conditions applicable thereto as are applicable to the commitments provided to Borrower on the Closing Date.Such Commitment Increase shall be effected by an amendment to this Agreement (a “Commitment Increase Amendment”) executed byBorrower,theAgent,theSwingLineLenderandtheAdditionalLenders,informandsubstance reasonablysatisfactorytoeachofthem,whichshallincludeanamendmenttoAnnexIIIheretoto give effect to such Commitment Increase.The Commitment Increase Amendment may, without the consent of any other Person, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (which may be in the form of an amendment and restatementofthisAgreement),intheopinionoftheAgentandBorrower,toeffecttheprovisions of this Section 2.13.

(d)Upon the effectiveness of the Commitment Increase, (i) the Swing Line Maximum Amount shall also be increased on a ratable basis (it being understood and agreed that in no event shall the Swing Line Maximum Amount exceed Seventy-Five Million Dollars ($75,000,000)), (ii) each Lender immediately prior to such Commitment Increase will automaticallyandwithoutfurtheractbedeemedtohaveassignedtoeachAdditionalLender,and each Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in any outstanding Swing Line Advances, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’(includingeachsuchAdditionalLender’s)participationshereunderinoutstandingSwing LineAdvancesshallbeheldbasedontheirRevolvingCreditPercentage(determinedaftergiving effecttosuchCommitmentIncrease)and(iii)theexistingLenderswillautomaticallyandwithout further act be deemed to have assigned outstanding Revolving Credit Advances to the other Lenders (including the Additional Lenders), and such other Lenders (including the Additional Lenders)willautomaticallyandwithoutfurtheractbedeemedtohavepurchasedsuchRevolving CreditAdvances,ineachcase,totheextentnecessarysothatalloftheLendersparticipateineach outstandingborrowingofRevolvingCreditAdvancesbasedontheirRevolvingCreditPercentage (determinedaftergivingeffecttoanysuchCommitmentIncrease);itbeingunderstoodandagreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section2.13(d).

3.YIELD PROTECTION; INCREASED COSTS; MARGIN ADJUSTMENTS; TAXES.

3.1Reimbursement of Prepayment Costs.In the event of (a) the payment of any principalofanyTermSOFRAdvanceotherthanonthelastdayoftheInterestPeriodapplicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR AdvanceotherthanonthelastdayoftheInterestPeriodapplicablethereto(includingasaresult of an Event of Default), (c) the failure to borrow, convert, continue or prepay any Term SOFR

Advance on the date specified in any notice delivered pursuant hereto, or (d) the assignment of anyTermSOFRAdvanceotherthanonthelastdayoftheInterestPeriodapplicabletheretoasa result of a request by Borrower pursuant to Section 11.12, then, in any such event, Borrower shallcompensateeachLenderforanyfundingorotherloss,costandexpenseattributabletosuch event,includinganyloss,costorexpensearisingfromtheliquidationorredeploymentoffunds. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to Borrower and shall be conclusive absent manifesterror.BorrowershallpaysuchLendertheamountshownasdueonanysuchcertificate within 10 days after receipt thereof.

3.2SuspensionofTermSOFRAdvances.EachTermSOFRAdvanceshallbesubject to the following:

(a)if the Agent is unable to determine the Term SOFR Reference Rate applicable for a new, continued or converted Term SOFR Advance for any reason, or any law, regulation or governmental order, rule or determination makes it unlawful for any Lender or its lending office to fund or maintain such Term SOFR Advance or to continue such funding or maintaining, the Agent or such Lender, as applicable, shall give notice of such changed circumstancestoBorrowerand,inthecaseofanoticedeliveredbyaLender,theAgentand(i)all applicableTermSOFRAdvancesshallbeconvertedtoBaseRateAdvancesonthedatespecified in the Agent’s or such Lender’s notice, as applicable, and (ii) Borrower shall not be entitled to electTermSOFR(whetheratthetimewhentheapplicableAdvancewasmadeoruponconversion from a Base Rate Advance to such Advance or continuation of such Advance) until the Agent determines that it would no longer be unable, or such Lender determines that it would no longer be unlawful, to do so, as applicable; and

(b)if at any time the Agent shall notify Borrower that Term SOFR in respect of a Term SOFR Advance will not adequately reflect the cost to the Agent and the Lenders of making, maintaining or continuing such Advance, (i) all applicable Term SOFR Advances shall beconvertedtoBaseRateAdvancesonthedatespecifiedintheAgent’snoticeand(ii)Borrower shall not be entitled to elect Term SOFR (whether at the time when the applicable Advance was made or upon conversion from a Base Rate Advance to such Advance or continuation of such Advance) until the Agent determines that the circumstances causing such suspension no longer exist. Upon any such conversion, Borrower shall also pay any additional amounts required pursuant to Section 3.1, if applicable.

3.3[Reserved].

3.4[Reserved].

3.5IncreasedCosts.IfanyChangeinLawshall:

(a)subjectanyoftheLenderstoanyTaxes(exceptfor(A)ExcludedTaxesand

(B) any Indemnified Taxes) on the Advances, loan principal, commitments, or other obligations, or its deposits, reserves other liabilities or capital attributable thereto; or

(b)impose, modify or deem applicable any reserve (including pursuant to regulationsissuedfromtimetotimebytheFederalReserveBoardfordeterminingthemaximum

reserve requirements (including any emergency, special, supplemental or other marginal reserve requirement),specialdeposit,liquidity,compulsoryloan,insurancechargeorsimilarrequirement

against assets of, deposits with or for the account of, or credit extended by, any of the Lenders); or;

(c)impose on any Lender or the foreign exchange and interbank markets any other condition, cost or expense (other than Taxes) affecting any Advance;

and the result of any of the foregoing matters is to increase the costs to any of the Lenders of making,convertingto,continuingormaintaininganyAdvanceorofmaintainingitsobligationto makeanysuchAdvance,ortoincreasethecosttoanyLender,ortoreducetheamountofanysum received or receivable by any Lender (whether of principal, interest or any other amount), then such Lender shall promptly notify the Agent, and the Agent shall promptly notify Borrower of suchfactanddemandcompensationthereforand,withinten(10)BusinessDaysaftersuchnotice, Borrower agree to pay to such Lender or Lenders such additional amount or amounts as will compensate such Lender or Lenders for such increased cost or reduction, providedthat each Lenderagreestotakeanyreasonableaction,totheextentsuchactioncouldbetakenwithoutcost orunreasonable(asdeterminedsolelybysuchLender)administrativeorotherburdenorrestriction to such Lender, to mitigate or eliminate such cost or reduction, within a reasonable time after becoming aware ofthe foregoing matters. The Agent will promptly notify Borrower ofany event ofwhichithasknowledgewhichwillentitleLenderstocompensationpursuanttothisSection,or whichwillcauseBorrowertoincuradditionalliabilityunderSection3.1,providedthattheAgent shall incur no liability whatsoever to the Lenders or Borrower in the event it fails to do so. A certificateoftheAgent(orsuchLender,ifapplicable)settingforththebasisfordeterminingsuch additional amount or amounts necessary to compensate such Lender or Lenders shall accompany such demand and shall be conclusively presumed to be correct absent manifest error.

3.6Capital Adequacy and Other Increased Costs.If any Change in Law affects or would affect the capital or liquidity requirements of a Lender or the Agent (or any corporation controlling such Lender or the Agent) and such Lender or the Agent, as the case may be, determinesthattheamountofrequiredcapitalisincreasedby,orbasedupontheexistenceofsuch Lender’s or the Agent’s obligations or Advances hereunder, the effect of such Change in Law is toresultinsuchanincrease,andsuchincreasehastheeffectofreducingtherateofreturnonsuch Lender’s or the Agent’s (or such controlling corporation’s) capital as a consequence of such obligationsorAdvanceshereundertoalevelbelowthatwhichsuchLenderortheAgent(orsuch controllingcorporation)couldhaveachievedbutforsuchcircumstances(takingintoconsideration itspolicieswithrespecttocapitaladequacyorliquidity)byanamountdeemedbysuchLenderor the Agent to be material, then the Agent or such Lender shall notify Borrower, and thereafter BorrowershallpaytosuchLenderortheAgent,asthecasemaybe,withinten(10)BusinessDays of written demand therefor from such Lender or the Agent, additional amounts sufficient to compensate such Lender or the Agent (or such controlling corporation) for any such reduction which such Lender or the Agent determines to be allocable to the existence of such Lender’s or the Agent’s obligations or Advances hereunder.A statement setting forth the amount of such compensation,themethodologyforthecalculationandthecalculationthereofwhichshallalsobe prepared in good faith and in reasonable detail by such Lender or the Agent, as the case may be, shallbesubmittedbysuchLenderorbytheAgenttoBorrower,reasonablypromptlyafter

becoming aware of any event described inthis Section3.6and shall be conclusively presumed to be correct, absent manifest error.

3.7RightofLenderstoFundthroughBranchesandAffiliates.EachLender(including the Swing Line Lender) may, if it so elects, fulfill its commitment as to any Advance hereunder bydesignatingabranchorAffiliateofsuchLendertomakesuchAdvance;providedthat(a)such

Lender shall remain solely responsible for the performances of its obligations hereunder and (b) no such designation shall result in any material increased costs to Borrower or the Agent.

3.8MarginAdjustment.AdjustmentstotheApplicableMarginbasedonAnnexI,shall be implemented on a quarterly basis as follows:

(a)Such adjustments shall be given prospective effect only, effective as to all Advances outstanding hereunder, on the first day of the month immediately following the date of delivery (or required delivery) of the financial statements under Sections6.1(a)and 6.1(d)hereunder and the Compliance Certificate under Section6.2hereof (any such day, a “Pricing Adjustment Date”), in each case establishing applicability of the appropriate adjustment and in each case with no retroactivity or claw-back.In the event Borrower shall fail timely to deliver suchfinancialstatementsortherelatedComplianceCertificateandsuchfailurecontinuesforthree

(3) days, then (but without affecting the Event of Default resulting therefrom) from the date delivery of such financial statements and report was required until such financial statements and report are delivered, the Applicable Margins shall be at the highest level on the pricing matrix attached to this Agreement as Annex I.

(b)From the Closing Date until the first Pricing Adjustment Date occurring thereafter,theApplicableMarginsshallbethosesetforthundertheLevelIcolumnofthepricing matrixattachedtothisAgreementasAnnexI.Thereafter,ApplicableMarginsshallbedetermined based upon the certified calculation of the Consolidated Net Leverage Ratio set forth in the quarterly or annual financial statements and related Compliance Certificate, subject to recalculation as provided in clauses (a)above and (c)below.

(c)Notwithstandingtheforegoing,if,priortothepaymentanddischargeinfull (incash)ofallObligationsandtheterminationofanyandallcommitmentshereunder,asaresult of any restatement of or adjustment to the financial statements of Borrower and any of its Subsidiaries (relating to the current or any prior fiscal period) or for any other reason, the Agent determines that the Applicable Margin as calculated by Borrower as of any applicable date of determinationwereinaccurateinanyrespectandapropercalculationthereofwouldhaveresulted in different pricing for any fiscal period, then (x) if the proper calculation thereof would have resulted in higher pricing for any such period, Borrower shall automatically and retroactively be obligated to pay to the Agent, promptly upon demand by the Agent or the Majority Lenders, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period and, if the current fiscal periodisaffectedthereby,theApplicableMarginforthecurrentperiodshallbeadjustedbasedon such recalculation; and (y) if the proper calculation thereof would have resulted in lower pricing forsuchperiod,theAgentandLendersshallhavenoobligationtorecalculatesuchinterestorfees or to repay any interest or fees to Borrower.

3.9Delay in Requests.Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions ofthisArticleIIIshall not constitute awaiver ofsuchLender’srighttodemandsuchcompensation,providedthatBorrowershallnotberequired to compensate a Lender pursuant to Sections3.4, 3.5or 3.6for any increased costs incurred or reductionssufferedmorethan180dayspriortothedatethatsuchLendernotifiesBorrowerofthe Change in Law (provided that this provision will not apply to any Change in Law of the type referredtoinclauses(x),(y)or(z)ofthedefinitionthereof)givingrisetosuchincreasedcostsor 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 180 day period referred to above shall be extended to include the period of retroactive effect thereof).

3.10Taxes.

(a)AnyandallpaymentsbyoronaccountofanyobligationofanyLoanParty underanyLoanDocumentshallbemadewithoutdeductionorwithholdingforanyTaxes,except asrequiredbyapplicablelaw.Ifanyapplicablelaw(asdeterminedinthegoodfaithdiscretionof anapplicableWithholdingAgent)requiresthedeductionorwithholdingofanyTaxfromanysuch paymentbyaWithholdingAgent,thentheapplicableWithholdingAgentshallbeentitledtomake such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Agent, timely reimburse it for the payment of, any Other Taxes.

(c)AssoonaspracticableafteranypaymentofTaxes byanyLoanPartytoa GovernmentalAuthoritypursuanttothisSection3.10,suchLoanPartyshalldelivertotheAgent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(d)Ifanypartydetermines,initssolediscretionexercisedingoodfaith,thatit hasreceivedarefundofanyTaxesastowhichithasbeenindemnifiedpursuanttothis Section3.10, (including by payment of additional amounts pursuant to this Section3.10), it shall pay to the indemnifying party an amount equal to such refund or indemnification (but only to the extent of additional amounts or indemnification paid under this Section3.10with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnifiedpartyandwithoutinterest(otherthananyinterestpaidbytherelevantGovernmental Authority with respect to such refund).Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph(d)(plusanypenalties,interestorotherchargesimposedbytherelevantGovernmental Authority)intheeventthatsuchindemnifiedpartyisrequiredtorepaysuchrefundtosuch

Governmental Authority.Notwithstanding anything to the contrary in this paragraph (d), in no eventwilltheindemnifiedpartyberequiredtopayanyamounttoanindemnifyingpartypursuant to this paragraph (d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted or withheld and the additional amounts with respect to such Tax had never been paid.This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other informationrelatingtoitsTaxesthatitdeemsconfidential)totheindemnifyingpartyoranyother Person.

(e)Borrower shall indemnify each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or assertedonorattributabletoamountspayableunderthisSection)payableorpaidbysuchPerson orrequiredtobewithheldordeductedfromapaymenttosuchPersonandanyreasonableexpenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly

or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amountofsuchpaymentorliabilitydeliveredtoBorrowerbyaLender(withacopytotheAgent) or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(f)Each Lender shall severally indemnify and hold the Agent harmless against (i) any Indemnified Taxes attributable to such Lender (but only to the extent Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply withtheprovisionsofSection11.8relatingtothemaintenanceofaParticipantRegisterand(iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom orwithrespectthereto,whetherornotsuchTaxeswerecorrectlyorlegallyimposedorasserted by the relevant Governmental Authority.A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error.Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing tosuchLenderunderanyLoanDocumentorotherwisepayablebytheAgenttotheLenderfrom any other source against any amount due to the Agent under this paragraph (f). Each Lender agrees to make all such payments to the Agent required hereunder within ten (10) days after demand therefor.

(g)ForpurposesofthisSection 3.10,theterm“applicablelaw”includes

FATCA.

(h)Eachparty’sobligationsunderthisSection 3.10shallsurvivethe

resignation or replacement of the Agent or any assignment of rights by, or the replacement of a Lender, the termination of the Revolving Credit Aggregate Commitment and the repayment, satisfaction or discharge of all obligations under any Loan Document.

3.11BenchmarkReplacementSetting.

(a)Notwithstanding anything to the contrary herein or in any other Loan Document (including Section 3.2), upon the occurrence of a Benchmark Transition Event, the AgentmayatanytimethereafteramendthisAgreementtoreplacethethencurrentBenchmarkwith analternatebenchmarkrateselectedbytheAgentandBorrower,togetherwithanyspreadorother adjustment to be applied to such alternate benchmark rate (including any mathematical or other adjustments to the benchmark), giving due consideration to any evolving or then existing conventionfordeterminingarateofinterestasareplacementtosuchcurrentBenchmarkforDollar denominated bank-originated or syndicated loans in the U.S. market (the “Benchmark Replacement”).IftheBenchmarkReplacementassodeterminedwouldbelessthantheApplicable Floor,theBenchmarkReplacementwillbedeemedtobetheApplicableFloorforthepurposesof this Agreement.Any such amendment will become effective at 5:00 p.m. on the effective date specifiedinsuchamendment(suchdate,the“BenchmarkReplacementDate”)withoutanyfurther actionorconsentofBorrowerortheLenders,solongastheAgenthasnotreceived,bythefifteenth (15th) calendar day after the Agent has provided such proposed amendment to Borrower and the Lenders, written notice of objection to such amendment from Borrower or from the Lenders comprisingtheMajorityLenders.IfBorrowerortheMajorityLendersobjecttosuchamendment toimplementtheBenchmarkReplacement,thentheBenchmarkReplacementwillnotbeeffective hereunder,butfromandaftertheoccurrenceoftheBenchmarkReplacementDate,Borrowershall notbeentitledtoelectthattheinterestrateonAdvancesbebaseduponthethencurrentBenchmark (whetheratthetimewhenmade,uponconversionfromaBaseRateAdvance,oruponcontinuation

ofanAdvancebearinginterestbaseduponsuchBenchmark)andatsuchtimeastheAgentelects, allAdvancesbearinginterestbaseduponthethencurrentBenchmarkshallbeconvertedintoBase RateAdvancesattheendoftheapplicableInterestPeriodtherefororsooneriftheLenderscannot continuetomaintainsuchAdvanceatthecurrentBenchmark(subjecttoBorrower’srighttohave Advances bear interest based upon the Benchmark Replacement once such rate is implemented hereunder in accordance with the terms of this Section 3.11).

(b)As used in this Section 3.11: (i) “Benchmark” means, initially, the Term SOFRReferenceRate;providedthatifaBenchmarkReplacementDatehasoccurredwithrespect totheTermSOFRReferenceRateoranythencurrentBenchmark,then“Benchmark”meansthe applicable Benchmark Replacement to the extentthat such Benchmark Replacement has become effective pursuant to this Section 3.11; and (ii)“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to a then current Benchmark: (A) a public statement or publication of information by or on behalf of the administrator of the Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanentlyorindefinitely;providedthat,atthetimeofsuchstatementorpublication,thereisno successor administrator that will continue to provide such Benchmark (or such component thereof);(B)apublicstatementorpublicationofinformationbyagovernmentalauthorityhaving jurisdictionovertheAgentortheLenders,theregulatorysupervisorfortheadministratorofsuch Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction overtheadministratorforsuchBenchmark(orsuchcomponent)oracourtoranentitywithsimilar insolvencyorresolutionauthorityovertheadministratorforsuchBenchmark(orsuchcomponent), which states that the administrator of such Benchmark (or such component) has ceased or will ceasetoprovidesuchBenchmark(orsuchcomponentthereof)permanentlyorindefinitely;

providedthat,atthetimeofsuchstatementorpublication,thereisnosuccessoradministratorthat will continue to provide such Benchmark (or such component thereof); (C) a public statement or publication of information by a governmental authority having jurisdiction over the Agent or the Lenders or the regulatory supervisor for the administrator of such Benchmark (or the published componentusedinthecalculationthereof)announcingthatsuchBenchmarkisnolonger,orasof a specified future date will no longer be, representative or is not in compliance or aligned, or as a specified future date will be in compliance or aligned, with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; or (D) the circumstances set forth in Section 3.2have arisen and such circumstances are unlikely to be temporary.

(c)In connection with the implementation of a Benchmark Replacement, the Agent will have the right from time to time to make Conforming Changes.The Agent will promptly notify Borrower and the Lenders of the implementation of any Conforming Changes.

(d)Any determination, decision or election that may be made by the Agent or anyLenderpursuanttothisSection3.11includinganydeterminationwithrespecttoatenor,rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decisiontotakeorrefrainfromtakinganyaction,willbeconclusiveandbindingabsentmanifest error and may be made in the Agent’s or such Lender’s sole discretion and without consent from Borrower, except, in each case, as expressly required pursuant to this Section 3.11.

(e)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark

Replacement), (i) if the then current Benchmark is a term rate and either (A) the tenor for such Benchmarkisnotdisplayedonascreenorotherinformationservicethatpublishessuchratefrom time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that the tenor for such Benchmark is or will be no longer representative, or is not or will no longer be in compliance or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition, if any) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if the tenor that was removed pursuant to clause (i) above either (A)is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement)or(B)isnot,orisnolonger,subjecttoanannouncementthatitisorwillnolonger be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition, if any) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

4.CONDITIONS.

The obligations of the Lenders to make Advances pursuant to this Agreement are subject to the following conditions:

4.1Conditions of Initial Advances.The obligation of each Lender to make its initial Advance on the Closing Date is subject to the satisfaction of all of the following conditions:

(a)Notes, this Agreement and the other Loan Documents.(i) Borrower shall have executed and delivered to the Agent (x) this Agreement, (y) for the benefit of each Lender requestingaRevolvingCreditNoteortheSwingLineNote,asapplicable,and(z)eachotherLoan Document to which it is required to be a party, in each case together with all schedules and other documentstobedeliveredinconnectiontherewith;(ii)eachotherLoanPartyshallhaveexecuted anddeliveredtotheAgent(x)theSubsidiaryGuarantyand(y)eachoftheotherLoanDocuments towhichitisrequiredtobeaparty,ineachcase,togetherwithallschedulesandotherdocuments to be delivered in connection therewith; and (iii) all such Loan Documents shall be in full force and effect.

(b)Authority Documents.The Agent shall have received a certificate of the SecretaryorAssistantSecretaryofBorrower,informandsubstancesatisfactorytotheAgentand dated as of the Closing Date, attaching for each Loan Party:

(i)copies of such Loan Party’s articles or certificate of incorporation and bylaws, articles or certificate of formation and operating agreement, or other constitutional documents, in each case as in effect on the Closing Date;

(ii)a certificate of good standing or continued existence (or the equivalentthereof)fromthestateofitsincorporationorformation,whichjurisdictionsare listed on Schedule 4.1(b)attached hereto;

(iii)resolutions of such Loan Party’s directors, managers, general partners or their equivalent authorizing the transactions contemplated by this Agreement andtheotherLoanDocuments,approvingthisAgreementandtheotherLoanDocuments, andauthorizingsuchLoanPartytoexecute,deliverandperformitsobligationsundereach of the Loan Documents to which it is a party, and in the case of Borrower authorizing the execution and delivery of Requests for Advance hereunder; and

(iv)evidence of the incumbency and signature of the Responsible OfficersofsuchLoanPartyorotherpersonsauthorizedtoexecuteanddeliveronitsbehalf the Loan Documents to which it is a party, and in the case of Borrower the Responsible Officers authorized to execute any Requests for Advance.

(c)OpinionsofCounsel.BorrowershallhavedeliveredtotheAgentopinions ofcounseltotheLoanParties,includingopinionsoflocalcounseltotheextentdeemednecessary by the Agent, in each case in form and substance reasonably satisfactory to the Agent, dated the Closing Date and covering such matters as the Agent and the Lenders may reasonably require.

(d)No Material Adverse Change.Since September30, 2022, nothing has occurred which has had, or could reasonably be expected to have, a Material Adverse Effect.

(e)Insurance.TheAgentshallhavereceivedreasonablysatisfactoryevidence that the Loan Parties have obtained the insurance policies required by Section6.5and that such insurance policies are in full force and effect.

(f)Payment of Fees.Borrower shall have paid to the Agent (for itself or on behalf of the Lenders) any fees due on the Closing Date under the Fee Letter, together with any

other fees, costs or expenses due and payable to the Agent (for itself or on behalf of the Lenders) asoftheClosingDatetotheextentsuchotherfees,costsorexpensesaredocumentedandinvoiced two (2) Business Days prior to the Closing Date (or such later date as Borrower may agree to in its discretion) (including reasonable fees, disbursements and other charges of counsel to the Agent).

(g)Financial Statements.Borrower shall have delivered to the Agent and the Lenders, in form and substance satisfactory to the Agent, the unaudited consolidated quarterly balance sheet and consolidated income statement for Borrower and its Subsidiaries for the fiscal quarter ended September 30, 2022.

(h)DueDiligence.TheAgentandtheLendersshallhavereceived,ineachcase informandsubstancesatisfactorytotheAgent,suchduediligencematerialsastheAgentandthe Majority Lenders have reasonably requested.

(i)Solvency Certificate.The Agent shall have received a certificate of a ResponsibleOfficerofBorrowercertifyingthatontheClosingDate,aftereffecttothetransactions contemplatedbythisAgreementandtheotherLoanDocuments,BorroweranditsSubsidiaries(on a Consolidated basis) will be Solvent.

(j)Lien Searches.The Agent shall have received results of searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a recent date) indicating the absence of Liens on the assets of Borrower and its Subsidiaries, except for Liens permitted hereunder.

(k)Closing Certificate.The Agent shall have received a certificate of a ResponsibleOfficerofBorrowerdatedasoftheClosingDateandcertifyingthat(i)theconditions set forth in clauses (d), (l)and (m)of this Section 4.1have been satisfied as of the Closing Date and (ii) Borrower is in pro forma compliance with the Financial Covenant set forth in Section7.8(a)forthefourconsecutivefiscalquarterperiodmostrecentlyended,calculatedonaproforma basis after giving effect to such Advance and the use of proceeds thereof, but without netting the proceeds thereof.

(l)No Default.No Default or Event of Default shall exist as of the Closing Date immediately before and immediately after giving effect to this Agreement and the transactions contemplated hereby.

(m)Accuracy of Reps and Warranties.Each of the representations and warranties made by the Loan Parties in this Agreement and in each of the other Loan Documents shall be true and correct in all material respects as of the Closing Date (other than any representation or warranty that expressly speaks as of a different date, in which case such representation and warranty shall be true and correct in all material respects as of such different date); provided that any such representations and warranties which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects.

(n)Refinancing.The Refinancing shall have been, or substantially concurrently with the funding of the initial Revolving Credit Advance hereunder on the Closing Date, shall be consummated.

(o)KYC.Borrower shall have provided to the Agent and the Lenders at least three (3) Business Days prior to the Closing Date, (i) an executed Certificate of Beneficial Ownership(totheextentrequiredundertheBeneficialOwnershipRegulation)and(ii)suchother documentation and other information reasonably requested by the Agent and any Lender in order to comply with the requirements of the USA PATRIOT Act and all “know your customer” requirements.

(p)FundingNotice.TheAgentshallhavereceivedadulyexecutedRequestfor

Advance.

Except as set forth in any closing condition letter between Borrower and the Agent, by releasing itssignaturepagetothisAgreementtheAgentandeachLendershallbedeemedtohaveconsented to,approvedoracceptedassatisfactoryeachdocumentorothermatterrequiredbythisSection4.1to be consented to, approved or accepted as satisfactory by the Agent or such Lender, as the case may be.

4.2ContinuingConditions.TheobligationofeachLendertomakeanyAdvance(other thananycontinuation,conversionorrefunding)aftertheClosingDate,issubjecttothesatisfaction of all of the following conditions:

(a)NoDefault orEvent ofDefault shallexistas ofthe dateoftheAdvance.

(b)EachoftherepresentationsandwarrantiesmadebytheLoanPartiesinthis Agreement and in each of the other Loan Documents shall be true and correct in all material respects as of the date of the Advance as if made on and as of such date (other than any representation or warranty that expressly speaks as of a different date, in which case such representation and warranty shall be true and correct in all material respects as of such different date); provided that any such representations and warranties which are qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects.

(c)TheAgentshallhavereceivedadulyexecutedRequestforAdvance,which shallincludeacertificationbyaResponsibleOfficerthat,asofthedateofsuchAdvance,Borrower shall be in pro forma compliance with the Financial Covenant set forth in Section 7.8(a)for the four consecutive fiscal quarter period most recently ended for which financial statements have been(orwererequiredtohavebeen)delivered,calculatedonaproformabasisaftergivingeffect to such Advance and the use of proceeds thereof, but without netting the proceeds thereof.

(d)TheproceedsofsuchAdvanceshallbeusedinaccordancewithSections

5.14and 6.15hereof.

(e)Since the Closing Date, nothing has occurred which has had, or could reasonably be expected to have, a Material Adverse Effect..

5.REPRESENTATIONSANDWARRANTIES.

BorrowerrepresentsandwarrantstotheAgent,theLendersandtheSwingLineLender, on the Closing Date and on each other date on which such representations and warranties are required to be made, as follows:

5.1Organization; Power and Authority.Each Loan Party is a limited liability company,corporation,limitedpartnershiporotherlegalentitydulyorganized,validlyexistingand ingoodstandingunderthelawsofitsjurisdictionoforganizationandisdulyqualifiedasaforeign limitedliabilitycompanyorotherlegalentityandisingoodstandingineachjurisdictioninwhich suchqualificationisrequiredbylaw,otherthanthosejurisdictionsastowhichthefailuretobeso qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Party has the limited liability company, corporate, limited partnership or other legal entity power and authority to own or hold under lease the propertiesitpurportstoownorholdunderlease,totransactthebusinessittransactsandproposes to transact, to execute and deliver the Loan Documents to which it is a party and to perform the provisions hereof and thereof.

5.2Authorization, Etc..Each of the Loan Documents to which each Loan Party is a party has been duly authorized by all necessary limited liability company, corporate, limited partnership or equivalent action on the part of such Loan Party, and each such Loan Document constitutesalegal,validandbindingobligationofeachLoanParty,asthecasemaybe,enforceable againstsuchLoanPartyinaccordancewithitsterms,exceptassuchenforceabilitymaybelimited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3Disclosure.As of the Closing Date, this Agreement, the other Loan Documents, the financial statements listed in Schedule5.5and the documents, certificates or other writings delivered to the Lenders by or on behalf of Borrower in connection with the transactions contemplated hereby and identified in Schedule5.3(this Agreement, the other Loan Documents andsuchdocuments,certificatesorotherwritingsandsuchfinancialstatementsdeliveredtoeach Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.ExceptasdisclosedintheDisclosureDocuments,sinceDecember31,2021,therehasbeen no change in the financial condition, operations, business or properties of Borrower or any Subsidiaryexceptchangesthatwouldnot,individuallyorintheaggregate,reasonablybeexpected to have a Material Adverse Effect.

5.4OrganizationandOwnership ofShares ofSubsidiaries; Affiliates.

(a)Schedule5.4contains (except as noted therein) complete and correct lists of Borrower’s Material Subsidiaries as of the Closing Date, showing, as to each such Material Subsidiary, the name thereof, the jurisdiction ofits organization, the percentage of shares of each

classofitscapitalstockorsimilarequityinterestsoutstandingownedbyBorrowerandeachother Subsidiary and whether such Material Subsidiary is a Subsidiary Guarantor.

(b)As of the Closing Date, all of the outstanding shares of capital stock or similar equity interests of each Material Subsidiary shown in Schedule5.4as being owned by BorroweranditsSubsidiarieshavebeenvalidlyissued,arefullypaidandnon-assessable(ineach case,totheextentapplicable)andareownedbyBorroweroranotherSubsidiaryfreeandclearof any Lien that is prohibited by this Agreement.

(c)Each Material Subsidiary is a limited liability company, corporation, limitedpartnershiporotherlegalentitydulyorganized,validlyexistingand,whereapplicable,in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company, corporation, limited partnership or other legal entity and, where applicable,isingoodstandingineachjurisdictioninwhichsuchqualificationisrequiredbylaw, exceptforanyfailurestobesoqualifiedorin goodstandingthatwouldnot,individuallyorinthe aggregate, reasonably be expected to have a Material Adverse Effect. Each such Material Subsidiary has the limited liability company, corporate, limited partnership or other power and authority to own or hold under lease the properties it purports to own or hold under lease and to transactthebusinessittransactsandproposestotransact,exceptforanyfailurestobesoqualified or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.5FinancialStatements;MaterialLiabilities.BorrowerhasdeliveredtoeachLender copies of the financial statements of Borrower and its Subsidiaries listed on Schedule5.5. All of suchfinancialstatements(includingineachcasetherelatedschedulesandnotes)fairlypresentin all material respects the consolidatedfinancial position of Borrower and its Subsidiaries as of the respectivedatesspecifiedinsuchSchedule5.5andtheconsolidatedresultsoftheiroperationsand cash flows for the respective periods so specified and have been prepared in accordance with GAAPconsistentlyappliedthroughouttheperiodsinvolvedexceptassetforthinthenotesthereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Borrower and its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

5.6Compliance with Laws, Other Instruments, Etc..The execution, delivery and performancebyeachLoanPartyoftheLoanDocumentstowhichsuchLoanPartyisapartywill not(a)contravene,resultinanybreachof,orconstituteadefaultunder,orresultinthecreationof anyLieninrespectofanypropertyofBorroweroranySubsidiaryunder,anyindenture,mortgage, deed of trust, loan, purchase or credit agreement, lease, operating agreement, corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which Borrower or any Subsidiary is bound or by which Borrower or any Subsidiary or any of their respectivepropertiesmaybeboundoraffected,(b)conflictwithorresultinabreachofanyofthe terms,conditionsorprovisionsofanyorder,judgment,decreeorrulingofanycourt,arbitratoror Governmental Authority applicable to Borrower or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to Borrower or any Subsidiary.

5.7Governmental Authorizations, Etc..No consent, approval or authorization of, or registration,filingordeclarationwith,anyGovernmentalAuthorityisrequiredinconnectionwith the execution, delivery or performance by any Loan Party of the Loan Documents to which such Loan Party is a party.

5.8Litigation;ObservationofStatuesandOrders.

(a)Therearenoactions,suits,investigationsorproceedingspendingor,tothe best knowledge of Borrower, threatened against or affecting Borrower or any Subsidiary or any propertyofBorroweroranySubsidiaryinanycourtorbeforeanyarbitratorofanykindorbefore

orbyanyGovernmentalAuthoritythatwould,individuallyorintheaggregate,reasonablybe expected to have a Material Adverse Effect.

(b)Neither Borrower nor any Subsidiary is (i) in violation of any order, judgment,decreeorrulingofanycourt,anyarbitratorofanykindoranyGovernmentalAuthority or (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section5.16), which violation would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.9Taxes.BorroweranditsSubsidiarieshavefiledallTaxreturnsthatarerequiredto have been filed in any jurisdiction, and have paid all Taxes shown to be due and payable on such returns and all other Taxes and assessments payable by them, to the extent such Taxes and assessmentshavebecomedueandpayableandbeforetheyhavebecomedelinquent,exceptwhere failure to file such Tax returns or pay any such Tax or assessment would not have a Material Adverse Effect, and except for any Taxes and assessments (a) the amount of which, individually orintheaggregate,isnotMaterialor(b)theamount,applicabilityorvalidityofwhichiscurrently beingcontestedingoodfaithbyappropriateproceedingsandwithrespecttowhichBorrowerora Subsidiary,asthecasemaybe,hasestablishedadequatereservesinaccordancewithGAAP.The charges, accruals and reserves on the books of Borrower and its Subsidiaries in respect of U.S. federal,stateorotherTaxesforallfiscalperiodsareadequate,exceptfordefectsthereinthatwould not have a Material Adverse Effect. The U.S. federal income Tax liabilities of Borrower and its Subsidiarieshavebeenfinallydetermined(whetherbyreasonofcompletedauditsorthestatuteof limitationshavingrun)forallfiscalyearsuptoandincludingthefiscalyearendedDecember31, 2020,exceptwhereanydefectsinsuchdeterminationthat,individuallyorintheaggregate,would not have a Material Adverse Effect.

5.10Title to Property; Leases.Borrower and its Subsidiaries have good and sufficient title to their respective Material properties, in each case free and clear of Liens prohibited by this Agreement,exceptforthosedefectsintitleandLiensthat,individuallyorintheaggregate,would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect except for defects in Material leases that, individually or in the aggregate, would not have a Material Adverse Effect.

5.11Licenses,Permits,Etc..BorroweranditsSubsidiariesownorpossessalllicenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for failures to own or conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

5.12CompliancewithEmployeeBenefitPlans.

(a)EachLoanPartyandeachERISAAffiliatehaveoperatedandadministered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Loan Party nor any ERISA Affiliate has incurred any liabilitypursuanttoTitleIorIVofERISAorthepenaltyorexcisetaxprovisionsoftheCode

relatingtoemployeebenefitplans(asdefinedinsection3ofERISA),andnoevent,transactionor condition has occurred or exists that would, individually or in the aggregate, reasonably be expectedtoresultintheincurrenceofanysuchliabilitybyanyLoanPartyoranyERISAAffiliate, orintheimpositionofanyLienonanyoftherights,propertiesorassetsofanyLoanPartyorany ERISAAffiliate,ineithercasepursuanttoTitleIorIVofERISAortosection430(k)oftheCode or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISAorbythegrantingofasecurityinterestinconnectionwiththeamendmentofaPlan,other than such liabilities or Liens as would not be individually or in the aggregate Material.

(b)ThepresentvalueoftheaggregatebenefitliabilitiesundereachofthePlans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions s The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c)No Loan Party nor any of its ERISA Affiliates has incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(d)The expected postretirement benefit obligation (determined as of the last day of Borrower’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regard to liabilities attributabletocontinuationcoveragemandatedbysection4980BoftheCode)ofBorrowerandits Subsidiaries is not Material.

(e)The execution and delivery of this Agreement and transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code.

(a)NeitherBorrowernoranySubsidiaryofBorrowermaintainsorcontributes to (or has an obligation to contribute to, or any liability to) any Non-U.S. Plan.

5.13[Reserved].

5.14Use of Proceeds; Margin Regulations.Borrower will use the proceeds of the Advanceshereunder(x)toconsummatetheRefinancingand(y)for(a)permittedinvestments,(b) thepaymentoffeesandexpensesincurredinconnectionwiththisAgreementandthetransactions contemplatedhereby,(c)thepaymentofdividendsandotherdistributions,(d)capitalcontributions toanyCIMFundorAffiliate,(e)seedcapitalfornewplatforms,(f)financingfornewacquisitions and(g)otherworkingcapitalorgeneralcorporatepurposes;provided,that(i)innoeventshallthe proceeds of any Advances hereunder be used to repay all or any portion of principal in respect of theSeniorNotesoranyAdditionalSeniorIndebtedness,and(ii)innoeventshalltheproceedsof

anyAdvanceshereunderbeusedtorepayalloranyportionofprincipalinrespectoftheSpecified NotetotheextentthatatthetimeofsuchrepaymentanEventofDefaultunderSection8.1(a),(b),

(c)(solely to the extent resulting from a breach of a Financial Covenant or any Additional Provision), (g)or (h)has occurred and is continuing or would result therefrom.Borrower is not

engagedprincipally,orasoneofitsimportantactivities,inthebusinessofextendingcreditforthe purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock, and no partoftheproceedsoftheAdvanceshereunderwillbeused,directlyorindirectly,forthepurpose ofbuyingorcarryinganymarginstockinviolationofRegulationUoftheFederalReserveBoard (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve Borrower in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Marginstockdoesnotconstitutemorethan25%ofthevalueoftheconsolidatedassetsofBorrower and its Subsidiaries and Borrower does not have any present intention that margin stock will constitute more than 25% of the value of such assets. As used in this Section 5.14, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

5.15Existing Indebtedness. Except as described therein, Schedule5.15sets forth a complete and correct list of all outstanding Indebtedness of Borrower and its Subsidiaries, the outstanding principal amount of which individually exceeds $2,500,000, as of the Closing Date (includingdescriptionsoftheobligorsandobligees,principalamountsoutstanding,anycollateral thereforandanyGuarantythereof);providedthattheaggregateprincipalamountofalloutstanding IndebtednessofBorroweranditsSubsidiariesasofsuchdatethatisnotlistedonsuch Schedule5.15does not exceed $10,000,000. As of the Closing Date, neither Borrower nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principalorinterestonanyIndebtednessofBorrowerorsuchSubsidiaryandnoeventorcondition exists with respect to any Indebtedness of Borrower or any Subsidiary the outstanding principal amountofwhichexceeds$10,000,000thatwouldpermit(orthatwithnoticeorthelapseoftime, orboth,wouldpermit)oneormorePersonstocausesuchIndebtednesstobecomedueandpayable before its stated maturity or before its regularly scheduled dates of payment.

5.16ForeignAssetsControlRegulations,Etc..

(a)No Loan Party nor any Controlled Entity (i) is a Blocked Person, (ii) has beennotifiedthatitsnameappearsormayinthefutureappearonaStateSanctionsListor(iii)is a target of Sanctions.

(b)No Loan Party nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicableSanctions, Anti-Money LaunderingLawsorAnti-CorruptionLawsor(ii)toBorrower’sknowledge,isunderinvestigation by any Governmental Authority for possible violation of any Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws.

(c)NopartoftheproceedsoftheAdvanceshereunder:

(i)constitutesorwillconstitutefundsobtainedonbehalfofanyBlockedPersonorwillotherwisebeusedanyLoanPartyoranyControlledEntity,directly

or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Lender to be in violation of any Sanctions or (C) otherwise in violation of any Sanctions;

(ii)will be used, directly or indirectly, in violation of, or cause any Lender to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii)will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterpartyinordertoobtain,retainordirectbusinessorobtainanyimproperadvantage, ineachcasewhichwouldbeinviolationof,orcauseanyLendertobeinviolationof,any applicable Anti-Corruption Laws.

(d)Each Loan Party has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that Borrower and each Controlled Entity is and will continue to be in compliance with all applicable Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws.

5.17Status under Certain Statutes.Neither Borrower nor any Subsidiary is subject to regulation under the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act. Neither Borrower nor any Subsidiary is or is required to register as an “investment company” under the Investment Company Act of 1940, as amended.

5.18Solvency.OntheClosingDate,andaftergivingeffecttotheconsummationofthe transactions contemplated by this Agreement and other Loan Documents, Borrower and its Subsidiaries (on a Consolidated basis) will be Solvent.This Agreement is being executed and delivered by Borrower to the Agent and the Lenders in good faith and in exchange for fair, equivalent consideration.The Loan Parties do not intend to nor does management of the Loan Parties believe the Loan Parties will incur debts beyond their ability to pay as they mature.The Loan Parties do not contemplate filing a petition in bankruptcy or for an arrangement or reorganizationundertheBankruptcyCodeoranysimilarlawofanyjurisdictionnoworhereafter ineffectrelatingtoanyLoanParty,nordoesanyLoanPartyhaveanyknowledgeofanythreatened bankruptcy or insolvency proceedings against a Loan Party.

5.19EEA Financial Institution.Neither Borrower nor any Subsidiary Guarantor is an EEA Financial Institution.

5.20Beneficial Ownership Certification.The information included in the Beneficial Ownership Certification delivered by Borrower to the Agent is true and correct in all respects as of the Closing Date or as of the date of delivery of the most recent Beneficial Ownership Certification delivered by Borrower to the Agent, as the case may be.

6.AFFIRMATIVECOVENANTS.

BorrowercovenantsandagreesthatsolongasanyLenderhasanycommitmenttoextend credithereunderoranyObligationsremainoutstandingandunpaid(otherthanamountsinrespect ofindemnification,expensereimbursement,yieldprotectionortaxgross-up,andothercontingent obligations with respect to which no claim has been made) that:

6.1FinancialandBusinessInformation.Borrowerwill,andwillcauseeachofits Subsidiaries to, deliver to the Agent for distribution to each Lender the following:

(a)Quarterly Statements — within 75 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any MaterialCreditFacilityifsuchdeliveryoccursearlierthansuchrequireddeliverydate)afterthe end of each quarterly fiscal period in each fiscal year of Borrower (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:

(i)a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such quarter, and

(ii)consolidatedstatementsofincome,changesinshareholders’equity and cash flows of Borrower and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and theirresultsofoperationsandcashflows,subjecttochangesresultingfromyear-endadjustments;

(b)Annual Statements — within 120 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any MaterialCreditFacilityifsuchdeliveryoccursearlierthansuchrequireddeliverydate)afterthe end of each fiscal year of Borrower, duplicate copies of:

(i)a consolidated balance sheet of Borrower and its Subsidiaries as at the end of such year, and

(ii)consolidatedstatementsofincome,changesinshareholders’equity and cash flows of Borrower and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exceptionastothescopeoftheauditonwhichsuchopinionisbased,ineachcase,otherthanany such qualification or exception arising fromor relating to (1) an anticipated breach of a Financial Covenant under this Agreement, or (2) an upcoming maturity date under any Indebtedness) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; providedthat,ifsuchfinancialstatementsaredeliveredwiththequalificationsetforthinclause

(1)above,upontherequestofanyLender,Borrowerwillpromptlyarrangeatelephoneconference call for all Lenders for consultation by such Lenders regarding such anticipated breach and qualification;

(c)SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notices of default, or similar document sent by Borrower or any Subsidiary to its creditors under any Material Credit Facility (excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability) and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by Borrower or any Subsidiary with the SEC;

(d)NoticeofDefaultorEventofDefault—promptly,andinanyeventwithin five(5)BusinessDaysafteraResponsibleOfficerbecomingawareoftheexistenceofanyDefault orEventofDefault,awrittennoticespecifyingthenatureandperiodofexistencethereofandwhat action Borrower is taking or proposes to take with respect thereto;

(e)Employee Benefits Matters — promptly, and in any event within five (5) days after a Responsible Officer becoming awareof any of the following, a written notice setting forth the nature thereof and the action, if any, that Borrower or an ERISA Affiliate proposes to take with respect thereto:

(i)withrespecttoanyPlan,anyreportableevent,asdefinedinsection 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;

(ii)the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan;

(iii)anyevent,transactionorconditionthatcouldresultintheincurrence ofanyliabilitybyBorroweroranyERISAAffiliatepursuanttoTitleIorIVofERISAor the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of Borrower or any ERISAAffiliatepursuanttoTitleIorIVofERISAorsuchpenaltyorexcisetaxprovisions, ifsuchliabilityorLien,takentogetherwithanyothersuchliabilitiesorLiensthenexisting, would reasonably be expected to have a Material Adverse Effect; or

(iv)receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

(f)Resignation or Replacement of Auditors — within ten (10) days following thedateonwhichBorrower’sauditorsresignorBorrowerelectstochangeauditors,asthecase

may be, notification thereof, together with such further information as the Majority Lenders may request;

(g)Financial Projections — within 120 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of Borrower, financial projections for Borrower and its Subsidiaries (on a consolidated basis) for the then-current fiscal year substantially in the form previously delivered to the Agent;

(h)Debt Rating — promptly following the occurrence thereof, notice of any changeintheDebtRatingforanyseriesofSeniorNotesorAdditionalSeniorNotes(totheextent such Debt Rating is not a public rating);

(i)Notice of Certain Changes to Beneficial Ownership Certification — With respect to any Loan Party that is a “legal entity customer” under the Beneficial Ownership

Regulation,iftherehasbeenanychangeintheinformationprovidedinanyBeneficialOwnership Certification that would result in a change to the list of beneficial owners identified therein since the delivery of the last Compliance Certificate pursuant to Section 6.2, then simultaneously with the delivery of the next Compliance Certificate, deliver an updated Beneficial Ownership Certifications to the Lenders; and

(j)RequestedInformation—withreasonablepromptness,suchotherdataand informationrelatingtothebusiness,operations,affairs,financialcondition,assetsorpropertiesof Borrower or any of its Subsidiaries (including actual copies of Borrower’s Form 10-Q and Form 10-K) or relating to the ability of Borrower to perform its obligations hereunder and under the other Loan Documents as fromtime to time maybe reasonably requested by any such Lender, to theextentsuchotherdataandinformationcanbereasonablyprovided.Notwithstandinganything to the contrary contained herein, Borrower shall not be required to disclose any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii) in respect of which disclosure to any Lender is prohibited by any applicable Law or any binding agreement with a third party (so long as such agreement is not entered into in contemplation of thisAgreement)or(iii)thatissubjecttoattorney-clientprivilegeorsimilarprivilegewhichcould reasonably be expected to be lost or forfeited if disclosed to the Lenders.

6.2Officer’s Certificate.Concurrently with the delivery of, and accompanying each set of financial statements delivered pursuant to Section6.1(a)or Section6.1(b), deliver a certificate of a Senior Financial Officer:

(a)Covenant Compliance — setting forth (i) the information from such financialstatementsthatisrequiredinordertoestablishwhetherBorrowerwasincompliancewith therequirementsofSection7andtheAdditionalProvisions,ifany,duringthequarterlyorannual period covered by the financial statements then being furnished, (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and reasonably detailed calculations of themaximumorminimumamount,ratioorpercentage,asthecasemaybe,permissibleunderthe

termsofsuchSection,andthecalculationoftheamount,ratioorpercentagetheninexistenceand

(ii)areconciliationofthetreatmentofleaseswhichwouldbedeemedbyGAAPasineffectprior to December 31, 2018 to be treated as operating leases, in form reasonably satisfactory to the Agent;

(b)Defaults and Events of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or hersupervision,areviewofthetransactionsandconditionsofBorroweranditsSubsidiariesfrom the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such conditionoreventexistedorexists,specifyingthenatureandperiodofexistencethereofandwhat action Borrower shall have taken or proposes to take with respect thereto; and

(c)Subsidiary Guarantors - setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section6.10is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.

6.3Inspection of Property; Books and Records, Discussions.Borrower will, and will cause each of its Subsidiaries to, permit the Agent (on its own initiative or at the direction of the

Majority Lenders), directly or through its authorized attorneys, accountants or other representatives (which can include one or more of the Lenders), at all reasonable times during normalbusinesshours,upontheAgent’sreasonableadvancerequest,to(a)visittheofficesofany of the Loan Parties, discuss any Loan Party’s respective financial matters with its respective officers, and examine each Loan Party’s books, accounts, records, ledgers and assets and properties;and(b)aftertheoccurrenceandduringthecontinuanceofanEventofDefault,discuss any Loan Party’s respective financial matters with its independent certified or chartered public accountants,examineanyofsuchLoanParty’sbooks,reportsorrecordsheldbysuchaccountants (and Borrower hereby authorizes, and will cause each of its respective Subsidiaries to authorize, itsindependentcertifiedorcharteredpublicaccountantstodiscussthefinancesandaffairsofany Loan Party with the Agent’s representatives), and at Borrower’s expense conduct full or partial auditsoftheLoanPartiesfromtimetotime;providedthatsolongasnoDefaultorEventofDefault existsandiscontinuing,(i)theAgentanditsauditorsorconsultantsshallnotbepermittedtomake more than one (1) such examination under clause (a) during any fiscal year of Borrower, and (ii) Borrower shall not be required to reimburse the Agent for other than actual, reasonable and documented out-of-pocket costs of more than one (1) such examination under clause (a) during any fiscal year of Borrower.

6.4Compliance with Laws.Without limiting Section7.4, Borrower will, and will cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject (including ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section5.16) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respectivebusinesses,ineachcasetotheextentnecessarytoensurethatnon-compliancewithsuch laws,ordinancesorgovernmentalrulesorregulationsorfailurestoobtainormaintainineffect

such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.5Insurance.Borrowerwill,andwillcauseeachofitsSubsidiariesto,maintain,with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated, except for any non-maintenance thatwouldnot,individuallyorintheaggregate,reasonablybeexpectedtohaveaMaterialAdverse Effect.

6.6Maintenance of Properties.Borrower will, and will cause each of its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair,workingorderandcondition(otherthanordinarywearandtear),sothatthebusinesscarried on in connection therewith may be properly conducted at all times, provided that this Section6.6 shall not prevent Borrower or any Subsidiary from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and Borrower has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.7Payment of Taxes.Borrower will, and will cause each of its Subsidiaries to, file allTaxreturnsrequiredtobefiledinanyjurisdictionandtopayanddischargeallTaxesshownto be due and payable on such returns and all other Taxes, assessments, governmental charges or levies

payable by any of them, to the extent the same have become due and payable and before they have become delinquent, provided that neither Borrower nor any Subsidiary need pay any suchTax,assessment,chargeorlevyif(i)theamount,applicabilityorvaliditythereofiscontested by Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, andBorroweroraSubsidiaryhasestablishedadequatereservesthereforinaccordancewithGAAP onthebooksofBorrowerorsuchSubsidiaryor(ii)thefailuretosofileornon-paymentofallsuch Taxes,assessments,chargesandlevieswouldnot,individuallyorintheaggregate,reasonablybe expected to have a Material Adverse Effect.

6.8Existence,Etc..SubjecttoSection7.2,Borrowerwillatalltimespreserveandkeep its limited liability company existence in full force and effect. Subject to Sections 7.2 and 7.10, Borrowerwillatalltimespreserveandkeepinfullforceandeffectthelimitedliabilitycompany, corporate, limited partnership or other legal entity, as applicable, existence of each of its Subsidiaries (unless merged into Borrower or a Wholly-Owned Subsidiary) and all rights and franchises of Borrower and its Subsidiaries unless, in the good faith judgment of Borrower, the termination of or failure to preserve and keep in full force and effect such limited liability company, corporate, limited partnership or other legal entity existence, as applicable, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

6.9Books and Records.Borrower will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP in all material respects and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over Borrower or such Subsidiary, as the case may be, in all material respects.

6.10SubsidiaryGuarantors.

(a)Borrower (x) may at any time cause any of its Subsidiaries which is not already a Subsidiary Guarantor at such time to become a Subsidiary Guarantor by causing such Subsidiary to, and (y) will cause each of its Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under the Senior Notes, the Additional Senior Indebtedness or any Material Credit Facility to concurrently therewith, in each case under clauses (x) or (y):

(i)enterintoaGuarantorSupplementsubstantiallyintheformof Exhibit A attached to the form of Subsidiary Guaranty (a “Guarantor Supplement”);

(ii)deliverthefollowingtotheAgent:

(A)anexecutedGuarantorSupplement;

(B)a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiarytothesameeffect,mutatismutandis,asthosecontainedinSections5.1, 5.2,5.6,5.7,5.8,5.9,5.10,5.11,5.12,5.16,5.17and5.19ofthisAgreement(but

with respect to such Subsidiary, such Guarantor Supplement and such Subsidiary Guaranty rather than Borrower);

(C)alldocumentsasmaybereasonablyrequestedbytheAgent toevidencethedueorganization,continuingexistenceand,whereapplicable,good standingofsuchSubsidiaryandthedueauthorizationbyallrequisiteactiononthe partofsuchSubsidiaryoftheexecutionanddeliveryoftheGuarantorSupplement to which it is a party and the performance by such Subsidiary of its obligations

thereunderandundertheSubsidiaryGuaranty;providedthatdocumentsdelivered under this Section6.10(a)(ii)(C)reasonably equivalent to those provided on the Closing Date shall be acceptable to the Agent; and

(D)an opinion of counsel reasonably satisfactory to the Agent coveringsuchmattersrelatingtosuchSubsidiary,suchGuarantorSupplementand such Subsidiary Guaranty as the Agent may reasonably request; provided that an opinion of counsel delivered under this Section6.10(a)(ii)(D)reasonably equivalent to the opinion of counsel provided on the Closing Date shall be acceptable to the Agent.

(b)At the election of Borrower and by written notice to the Agent, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section6.10may be discharged from all of its obligations and liabilities under its Subsidiary Guarantyandshallbeautomaticallyreleasedfromitsobligationsthereunderwithouttheneedfor theexecutionordeliveryofanyotherdocumentbytheAgent,providedthat(i)ifsuchSubsidiary GuarantorisaguarantororisotherwiseliablefororinrespectoftheSeniorNotes,anyAdditional Senior Indebtedness or any Material Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary GuarantorunderitsSubsidiaryGuaranty)undersuchSeniorNotes,AdditionalSenior

Indebtedness or Material Credit Facility, as applicable, (ii) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under the Senior Notes, any Additional Senior IndebtednessoranyMaterialCreditFacility,anyfeeorotherformofconsiderationisgiventoany holderofIndebtednessundersuchSeniorNotes,AdditionalSeniorIndebtednessorMaterialCredit Facility, as applicable, for such release, the Lenders shall receive equivalent consideration substantially concurrently therewith and (v) the Agent shall have received a certificate of a ResponsibleOfficercertifyingastothematterssetforthinclauses(i)through(iv).Intheeventof anysuchrelease,forpurposesofSection7.6,allIndebtednessofsuchSubsidiaryshallbedeemed to have been incurred concurrently with such release.

6.11Eligible Revenues.Borrower will cause Eligible Revenues received directly by Borrower or a Subsidiary Guarantor to be no less than the Eligible Revenue Percentage at any time.IfanEventofDefaultshallhaveoccurredandbecontinuing,theLoanPartieswillenforce theirrespectiverightsatlawandinequitytoreceivesuchEligibleRevenuesinaccordancewith thetermsoftheEligibleRevenueagreementsand/orothermanagementagreementstowhichthe Loan Parties are party.

6.12Registered Investment Adviser.Borrower and each of its Subsidiaries that is requiredtoregisterasaninvestmentadviserwiththeSECundertheInvestmentAdvisersActwill maintain its status as a registered investment adviser under the Investment Advisers Act and will remain in compliance with all of the requirements of the Investment Advisers Act that are applicable to it, except to the extent failure to maintain such status would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.13PrivateDebtRating.

(a)Borrower will at all times maintain a Debt Rating (at no particular rating category) with respect to each series of Senior Notes and Additional Senior Notes from an Acceptable Rating Agency.

(b)At any time that any Debt Rating maintained pursuant to clause(a) above is not a public rating, Borrower will provide to the Agent (i) at least annually (on or before each anniversary of the Closing Date) and (ii) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing each such Debt Rating and an updated Private Rating Rationale Report with respect to each such Debt Rating.

6.14Most Favored Lender.

(a)If at any time the Senior Notes, any Additional Senior Indebtedness or any Material Credit Facility includes any Financial Covenant (whether included as a new provisioninsuchneworexistingSeniorNotes,AdditionalSeniorIndebtednessorMaterial CreditFacility,asapplicable,orbywayofamendmentorothermodificationofanexisting provision or any defined term used therein) not included in this Agreement or that would be more beneficial to the Agent or the Lenders than any analogous provision included in thisAgreement(anysuchFinancialCovenant,an“AdditionalProvision”),thenBorrower

will,withinfive(5)BusinessDaysaftertheinclusionofsuchAdditionalProvisioninsuch Senior Notes, Additional Senior Indebtedness or Material Credit Facility, as applicable, deliver written notice thereof to the Agent. Such notice shall be signed by a Responsible Officer and shall refer to the provisions of this Section6.14and shall set forth a verbatim statement of such Additional Provision and any defined terms used therein, and related explanatorycalculations,asapplicable.Thereupon,unlesswaivedinwritingbytheAgent within five (5) Business Days after receipt of such notice by the Agent, such Additional Provision (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Additional Provision became effective under such Senior Notes, Additional Senior IndebtednessorMaterialCreditFacility,asapplicable.Thereafter,upontherequestofthe Agent,Borrowerwill,atitsexpense,enterintoanyadditionalagreementoramendmentto this Agreement reasonably requested by the Agent evidencing any of the foregoing.

(b)SolongasnoDefaultorEventofDefaulthasoccurredandiscontinuing:

(i)if any Additional Provision incorporated into this Agreement pursuanttothisSection6.14isamendedorotherwisemodified(ifrelevant)ineach of the Senior Notes, the Additional Senior Indebtedness and each Material Credit Facility with the effect that such Additional Provision is made less restrictive or otherwise less onerous on Borrower and its Subsidiaries, then such Additional ProvisionwillbedeemedsoamendedinthisAgreement,withoutanyfurtheraction required on the part of any Person, effective as of the date of such amendment or modification (if relevant) in each of the Senior Notes, the Additional Senior Indebtedness and each Material Credit Facility,

(ii)if any Additional Provision incorporated into this Agreement pursuanttothisSection6.14isremoved(ifrelevant)fromeachoftheSeniorNotes, the Additional Senior Indebtedness and each Material Credit Facility, then such Additional Provision will be deemed removed from this Agreement, without any further action required on the part of any Person, effective as of the date of such removal (if relevant) from each of the Senior Notes, the Additional Senior Indebtedness and each Material Credit Facility, and

(iii)ifeachoftheSeniorNotes,theAdditionalSeniorIndebtednessand each Material Credit Facility including an Additional Provision incorporated into this Agreement pursuant to this Section6.14(if relevant) is terminated and no amountsareoutstandingthereunder,thensuchAdditionalProvisionwillbedeemed removed from this Agreement, without any further action required on the part of any Person, effective as of the date of such termination,

providedthat(x)exceptasprovidedinSection11.10,thisAgreementshallnotbeamended to remove any covenant, undertaking, event of default, restriction or other provision included in this Agreement (other than any Additional Provision included in this Agreement by operation of Section6.14(a)) or to make any such provision less restrictive onBorroweranditsSubsidiaries,and(y)ifanycreditororagentundertheSeniorNotes,

the Additional Senior Indebtedness or any Material Credit Facility is provided any consideration for the amendment or other modification of such Senior Notes, Additional SeniorIndebtednessorMaterialCreditFacility,asapplicable,thentheLendersand/orthe Agentshall(concurrentlywiththeprovisionofsuchconsiderationtosuchcreditororagent) be provided with equivalent consideration on a pro rata basis, and no such amendment, modification or removal of such Additional Provision in or from this Agreement shall be effective unless and until such equivalent consideration is provided to the Lenders and/or the Agent.

For the avoidance of doubt, (1) the covenants set forth in Section7.8constitute Financial Covenantsand(2)eachoftheFinancialCovenantssetforthinSection7.8asoftheClosingDate (as they may be amended from time to time pursuant to Section11.10) shall remain in this Agreement regardless of any such amendment or modification of any Additional Provision in or any such removal of any Additional Provision from the Senior Notes, any Additional Senior Indebtedness or any Material Credit Facility, or any such termination of the Senior Notes, any Additional Senior Indebtedness or any Material Credit Facility.

6.15Use of Proceeds.Use all Revolving Credit Advances as set forth in Section5.14. Borrower shall not use any portion of the proceeds of any such Advances (a) for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Federal Reserve Board) in any manner which violates the provisions of Regulations T, U or X of said Federal ReserveBoard)foranyotherpurposethatwouldviolateanyapplicablestatute,ruleorregulation, or(c)tofundanyoperationsin,financeanyinvestmentsoractivitiesin,ormakeanypaymentsto, a Blocked Person in violation of any Anti-Terrorism Law.

7.NEGATIVECOVENANTS.

Borrower covenants and agrees that so long as any Lender has any commitment to extendcredithereunderoranyObligationsremainoutstandingandunpaid(otherthanamounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up, and other contingent obligations with respect to which no claim has been made) that:

7.1TransactionswithAffiliates.Borrowerwillnot,andwillnotpermitanySubsidiary to, enter into any Material transaction or Material group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than with any Loan Party or another Subsidiary), except upon fair and reasonabletermsthatarenot,takenasawhole,lessfavorabletoBorrowerorsuchSubsidiarythan would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

7.2Mergers, Consolidation, Etc..Borrower will not, and will not permit any Subsidiary Guarantor to, consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a)in the case of any such transaction involving Borrower, the successor formedbysuchconsolidationorthesurvivorofsuchmergerorthePersonthatacquiresby conveyance,transferorleaseallorsubstantiallyalloftheassetsofBorrowerasanentirety,

as the case may be, shall be a solvent corporation, limited liability company, limited partnershiporotherlegalentityorganizedandexistingunderthelawsoftheUnitedStates or any state thereof (including the District of Columbia), and, if Borrower is not such corporation, limited liability company, limited partnership or other legal entity, (i) such corporation, limited liability company, limited partnership or other legal entity, as applicable, shall have executed and delivered to the Agent its assumption of the due and punctual performance and observance of each covenant and condition of the Loan Documents to which Borrower is a party and (ii) such corporation, limited liability company, limited partnership or other legal entity, as applicable, shall have caused to be delivered to the Agent an opinion of nationally recognized independent counsel, or other independentcounselreasonablysatisfactorytotheAgent,totheeffectthatallagreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; provided that an opinion substantially in the form deliveredpursuanttoSection4.1(c)ofthisAgreementontheClosingDateshallbedeemed satisfactory to the Agent;

(b)in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be, shall be (i) Borrower, such Subsidiary Guarantor or another Subsidiary Guarantor; (ii) a solvent corporation, limited liability company, limited partnership or other legal entity, as applicable, (other than Borrower or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, as applicable, (1) such corporation, limited liability company, limited partnership or other legal entity, as applicable, shall have executed and delivered to the Agent its assumption of the due and punctual performance and observance of each covenant and condition of the Subsidiary Guaranty of such Subsidiary Guarantor and (2) Borrower shall have caused to be delivered to the Agent an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Agent, to the effect that all agreements or instruments effecting such assumption are enforceableinaccordancewiththeirtermsandcomplywiththetermshereof;providedthat anopinionsubstantiallyintheformdeliveredpursuanttoSection4.1(c)ofthisAgreement ontheClosingDateshallbedeemedsatisfactorytotheAgent;or(iii)anyotherPersonso long as the transaction is treated as a disposition of all of the assets of such Subsidiary Guarantor for purposes of Section7.10and, based on such characterization, would be permitted pursuant to Section 7.10;

(c)in the case of any such merger, consolidation, acquisition, conveyance, or transfer involving Borrower, each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of

transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Agent;

(d)immediatelybeforeandimmediatelyaftergivingeffecttosuchtransaction oreachtransactioninanysuchseriesoftransactions(i)noDefaultorEventofDefault

shall have occurred and be continuing and (ii) there shall be no breach or default with respect to any Eligible Revenue agreement or other management agreement that could result in any party to such agreement being entitled to a right of termination unless such breach or default would not reasonably be expected to have a Material Adverse Effect.

No such conveyance, transfer or lease of substantially all of the assets of Borrower or any SubsidiaryGuarantorshallhavetheeffectofreleasingBorrowerorsuchSubsidiaryGuarantor,as the case may be, or any successor corporation, limited liability company, limited partnership or otherlegalentity,asapplicable,thatshalltheretoforehavebecomesuchinthemannerprescribed inthisSection7.2,fromitsliabilityunder(x)thisAgreementortheotherLoanDocuments,unless, in the case of the conveyance, transfer or lease of substantially all of the assets of a Subsidiary Guarantor,suchSubsidiaryGuarantorisreleasedfromitsSubsidiaryGuarantyinaccordancewith Section 6.10(b)in connection with or immediately following such conveyance, transfer or lease.

7.3Line ofBusiness.Borrower will not andwill not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which Borrower and its Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which Borrower and its Subsidiaries, taken as a whole, are engaged on the Closing Date; provided that engaging in any business that is ancillary, complimentary, incidental or a natural expansion of the business engaged in on the Closing Date will be deemed not to substantially change the general nature of the business.

7.4Economic Sanctions, Etc..Borrower will not, and will not permit any Controlled Entityto(a)become(includingbyvirtueofbeingownedorcontrolledbyaBlockedPerson),own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealingortransaction(includinganyinvestment,dealingortransactioninvolvingtheproceedsof the Advances) with any Person if such investment, dealing or transaction (i) would cause any LenderoranyAffiliateofsuchLendertobeinviolationof,orsubjecttosanctionsunder,anylaw or regulation applicable to such Lender, or (ii) is prohibited by or subject to any Sanctions.

7.5Liens.BorrowerwillnotandwillnotpermitanyofitsSubsidiariestocreate,incur, assume or permit to exist any Lien on or with respect to any property or asset (including any document or instrument in respect of goods or accounts receivable) of Borrower or any such Subsidiary, whether now owned or held or hereafter acquired, except:

(a)Liens for Taxes, assessments or other governmental charges which are not yet due and payable or that are being contested in good faith or that would not reasonably be expected to have a Material Adverse Effect;

(b)LiensincidentaltothenormalconductofbusinessofBorroweroranysuch Subsidiary or the ownership of properties and assets (including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and other similar Liens) and Liens to secure the performanceofbids,tenders,leases,ortradecontracts,ortosecurestatutoryobligations(including obligations under workers compensation, unemployment insurance and other social security legislation),suretyorappealbondsor other Liens incurred in the ordinary courseofbusinessand not in connection with borrowed money;

(c)any attachment or judgment Lien, unless the judgment it secures shall not, within60daysaftertheentrythereof,havebeendischargedorstayedpendingappeal,orshallnot have been discharged within 60 days after the expiration of any such stay;

(d)Liens securing Indebtedness of Borrower or any of its Subsidiaries in existence on the Closing Date and listed on Schedule5.15and any Liens securing the extension, renewal, or replacement of such Indebtedness, but only to the extent that the principal amount thereofoutstandingimmediatelybeforegivingeffecttosuchextension,renewalorreplacementis notincreasedotherthanforaccruedandunpaidinterest,customaryfees,expensesandprepayment premium or similar amounts;

(e)(i)Liens(A)existingonpropertyatthetimeofitsacquisitionbysuchLoan PartyoranysuchSubsidiaryandnotcreatedin contemplationthereof;(B)onproperty(including any pledge of the Equity Interests of the special purpose entity owning such property) created contemporaneouslywiththeacquisitionofsuchpropertyorwithin365daysofsuchacquisitionto secure the purchase price thereof; or (C) existingon property of a Person at the time such Person is consolidated with or merged into such Loan Party or any Subsidiary and not created in contemplation thereof; provided that such Liens shall attach solely to the property acquired or constructed(includinganypledgeoftheEquityInterestsofthespecialpurposeentityowningsuch property),andtheprincipalamountoftheIndebtednesssecuredbysuchLienshallnotexceedthe lesser of the cost of acquisition or the fair market value of such property at the time of its acquisitiontogetherwithrelatedfeesandexpensesforsuchacquisitionandfinancing;or(ii)Liens inrespectofIndebtednessrefinancinganyLiensdescribedintheforegoingclauses(A)through

(C)above,providedfurther,thattheprincipalamountshallnotbeincreasedotherthanforaccrued and unpaid interest, customary fees, expenses and prepayment premium or other such amount;

(f)Liens related to any cash management, investments in repurchase agreements,currencyhedging,ornettingarrangementinfavorofanybankorfinancialinstitution;

(g)Lienscreatedwiththepriorwrittenconsentofthe Agent;

(h)Liens securing Indebtedness owed by any Subsidiaries of Borrower to a Loan Party or a Wholly-Owned Subsidiary;

(i)Liens securing Indebtedness ofBorrower or any of its Subsidiaries solong asallObligationsofBorrowerunderthisAgreementareconcurrentlysecuredequallyandratably with such Indebtedness;

(j)Liens securing Indebtedness that is outstanding for no more than nine (9) months following its incurrence for the purpose of financing warehoused investments; provided that (i) any such Lien shall secure only the assets of such warehoused investment (or all assets of the entity owning such warehoused investment, provided such entity only owns the warehoused investment) and any pledge of the Equity Interests of the entity owning such warehoused investment (or all assets of the entity owning the entity that owns such warehoused investment if all assets of such entity consist only of the ownership of the entity owning such warehoused investment and proceeds distributed therefrom), (ii) the aggregate outstanding amount (without duplication)ofallIndebtedness(A)securedbyLienspursuanttothisclause(j)plus(B)all

IndebtednessofSubsidiariesoutstandingpursuanttoSection7.6(b)(vi)shallnotexceed

$50,000,000atanytimeand(iii)thereshallbeatleastathree(3)consecutivemonthperiodinany twelve (12) consecutive month period in which the sum of (A) the principal amount of

Indebtednessoutstandingsecuredbylienspursuanttothisclause(j)plus(B)theprincipalamount of Indebtedness outstanding under Section 7.6(b)(vi)is zero; and

(k)other Liens securing Indebtedness of Borrower or any Subsidiary not otherwisepermittedbyclauses(a)through(j)above,providedthat,theaggregateamount(without duplication) of (i) Indebtedness outstanding secured by Liens pursuant to this clause (k) plus (ii) allIndebtednessoutstandingpursuanttoSection7.6(b)(vii),doesnotatanytimeexceedthegreater of $50,000,000 and 30% of Consolidated Adjusted EBITDA (as determined on a pro forma basis for the most recently ended period of four consecutive fiscal quarters for which financial statementshavebeendeliveredpursuanttoSection6.1(a)orSection6.1(b));providedfurther,that notwithstandingtheforegoing,theBorrowershallnot,andshallnotpermitanyofitsSubsidiaries to, secure pursuant to this Section 7.5(k)any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Obligations under this Agreement (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such IndebtednesspursuanttodocumentationreasonablyacceptabletotheLendersinsubstanceandin form, including an intercreditor agreement and opinions of counsel to the Borrower and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Lenders; provided further, that, for so long as there are any Advances outstanding hereunder or the to the extenttheRevolvingCreditAggregateCommitmenthasnotbeenterminatedorotherwisereduced to zero, Borrower will not, and will not permit any of its Subsidiaries to create, incur, assume or permit to exist any Lien pursuant to this Section 7.5(k)(except to the extent that such Lien (x) refinances a Lien of the type permitted under clause (j) above and (y) complies with the requirements set forth in such clause (j) (other than subclause (iii) of the proviso thereof and the 9-monthrequirementinthelead-inthereof),theincurrenceofwhichLienunderthisSection7.5(k)shall reduce utilization under such clause (j) on a dollar-for-dollar basis).

7.6Indebtedness.

(a)Borrower will not, and will not permit any of the Subsidiary Guarantors to incur, after the Closing Date, any senior Additional Funded Indebtedness, including additional senior notes (“Additional Senior Notes” and together with all other senior Additional Funded Indebtedness, “Additional Senior Indebtedness”) unless, (x) as of the date of incurrence of such AdditionalSeniorIndebtedness(A)theConsolidatedLeverageRatiodoesnotexceed3.50to1.00 and (B) Borrower shall be in pro forma compliance with the Financial Covenants set forth in Section7.8andanyAdditionalProvisions,ineachcasecalculatedonaproformabasisaftergiving effecttotheincurrenceofsuchAdditionalSeniorIndebtednessandtheuseofproceedsthereofbut without netting the proceeds thereof (assuming for purposes of such calculation that the then-outstandingRevolvingCreditAggregateCommitmentwasfullyfunded)determinedbyreference to the most recent period of four consecutive fiscal quarters for which financial statements have been (or were required to have been) delivered pursuant to Section6.1and (y) such Additional SeniorIndebtedness shall not have astated maturity date that is earlierthan the date that is ninety

(90) days after the Maturity Date hereof; provided, that, to the extent that any such Additional SeniorIndebtednessissecuredbyaLienonanyassetorpropertyoftheBorrowerand/orits

Subsidiaries, such Lien shall be permitted solely to the extent incurred in reliance upon Section7.5(i).

(b)Borrower will not permit any of its Subsidiaries that are not Subsidiary Guarantorstocreate,incur,assume,permittoexistorhaveoutstandingorotherwisebecomeliable with respect to, any Indebtedness except:

(i)IndebtednessowedbyaSubsidiaryexistingontheClosingDateand set forth on Schedule5.15, and the extension, renewal, or replacement of such Indebtedness, provided that the principal amount shall not be increased other than for accruedandunpaidinterest,customaryfees,expensesandprepaymentpremiumorsimilar amounts;

(ii)IndebtednessofaSubsidiaryoutstandingatthetimesuchSubsidiary becomesaSubsidiary,andanyextension,renewalorreplacementthereof,andonlytothe extent that that the principal amount thereof outstanding immediately before giving effect tosuchextension,renewalorrefundingisnotincreasedotherthanforaccruedandunpaid interest, customary fees, expenses and prepayment premium or other such amounts;

(iii)IndebtednessofaSubsidiaryowedtoBorrowerorany Wholly-Owned Subsidiary;

(iv)Indebtednessof a Subsidiary owingpursuanttoSection7.5(e);

(v)[reserved];

(vi)Indebtedness of a Subsidiary that is outstanding for no more than nine (9) months following its incurrence for the purpose of financing warehoused investments; provided that (i) the aggregate outstanding amount (without duplication) of all indebtedness (A) pursuant to this clause (b)(vi)plus (B) all Indebtedness outstanding secured by Liens pursuant to Section7.5(j)shall not exceed $50,000,000 at any time and

(ii) there shall be at least a three (3) consecutive month period in any twelve (12) consecutive month period in which the sum of (A) the principal amount of Indebtedness outstanding pursuant to this clause (b)(vi)plus(B) the principal amount of Indebtedness secured by Liens pursuant to Section 7.5(j)is zero; and

(vii)Indebtedness not otherwise permitted by clauses (b)(i)through (vi)above, provided that, the aggregate amount (without duplication) of all Indebtedness outstandingpursuanttothisclause(b)(vii)doesnotatanytimeexceedthegreaterof

$50,000,000 and 30% of Consolidated Adjusted EBITDA as determined on a pro forma basis for the most recently ended period of four consecutive fiscal quarters for which financial statements have been (or were required to have been) delivered pursuant to Section 6.1(a)or Section 6.1(b).

7.7Restricted Payments.Borrower will not, and will not permit its Subsidiaries to, make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(a)each Subsidiary may make Restricted Payments to a Person that owns Equity Interests in such Subsidiary in accordance with the organizational documents of such Subsidiary,butinnocasemorethansuchPerson’sratableinterestaccordingtoitsholdingsofthe type of Equity Interest in respect of which such Restricted Payment is being made;

(b)each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person;

(c)Restricted Payments in accordance with equity incentive or other benefit plans or arrangements for management or employees of each Loan Party and each Subsidiary;

(d)RestrictedPaymentsintheformofPermittedTaxDistributions;

(e)RestrictedPaymentspayablewithrespecttooutstandingPreferredStockof CCO Group, LLC; provided that (i) payments representing preferred return distributions are first appliedbytheholderofsuchPreferredStocktomakepaymentsofaccruedandunpaidinterestin respect of Indebtedness owing to Borrower and (ii) redemption payments are first applied by the holder of such Preferred Stock to repay outstanding principal on such Indebtedness; and

(f)each Loan Party may make other Restricted Payments so long as (i) at the time such Restricted Payment is made and immediately after giving effect thereto, no Default or Event of Default shall exist, (ii) immediately after giving effect thereto, Borrower shall be in compliance on a pro forma basis with the Financial Covenants set forth in Section7.8and any AdditionalProvision,(iii)noSpecifiedEquityContributionhasbeenmadeinthefiscalquarterin whichsuchRestrictedPaymentismadeand(iv)inrespectofanyotherRestrictedPaymentsmade underthisclause(f)duringtheperiodfromtheClosingDatethroughandincludingSeptember30, 2024, the aggregate amount of Restricted Payments made pursuant to this clause (f) during such periodshallnotexceedthesumof:(x)105%ofthegreaterof(1)ConsolidatedNetIncomeforthe period from July 1, 2022 through the date of the most recently ended fiscal quarter for which financial statements shall have been (or were required to have been) delivered under Section6.1and (2) the result of (A) Consolidated EBITDA for such period, minus(B) Consolidated Interest Charges for such period; plus(y) 50% of the aggregate net proceeds received by Borrower after the Closing Date from the issuance of any Equity Interests of Borrower.

7.8FinancialCovenants.

(a)Consolidated Net Leverage Ratio. Borrower will not permit the ratio of (i) Consolidated Net Funded Indebtedness as of the end of any fiscal quarter of Borrower to (ii) Consolidated Adjusted EBITDA (such ratio, the “Consolidated Net Leverage Ratio”) for the period of four consecutive fiscal quarters ended on such date to be greater than 3.50 to 1.00; provided that the pro forma effect of any acquisition or divestiture consummated within such period shall be included as if such transaction had occurred at the beginning of such period. The Consolidated Net Leverage Ratio shall be tested for such period on the date of delivery of the financial statements for such period pursuant to Section6.1; provided further, that any Event of Default arising from the breach of this Section7.8(a), to the extent not cured in accordance with the cure rights below, shall be deemed to have occurred on the final day of such period.

Solely for the purposes of determining compliance with the Financial Covenant set forth in this Section 7.8(a)or any Additional Provision which includes a Consolidated Adjusted EBITDA component (and not for any other purpose under this Agreement), in each case, for any fiscal quarter, the amount of any cash equity contribution (which may be common equity or PreferredStockthatisnotDisqualifiedStock)madetoBorroweronorafterthefirstdayofafiscal quarterofBorrower,andonorpriortothedatethatisfifteen(15)BusinessDaysafterthedayon which financial statements are required to be delivered for such fiscal quarter pursuant toSection6.1(the “Cure Expiration Date”), will, at the request of Borrower, be deemed to be ConsolidatedAdjustedEBITDAreceivedinsuchfiscalquarterandshallbetakenintoaccountin the calculation of such Financial Covenant(s) for any period of four fiscal quarters of Borrower that includes such fiscal quarter (any such equity contribution so included in such calculation, a “Specified Equity Contribution”); provided, that a Specified Equity Contribution may not be (x) made in respect of more than two fiscal quarters in any four quarter period, (y) made more than threetimespriortotheMaturityDateand(z)greaterthantheamountrequiredtocauseBorrower tobeinproformacompliancewithsuchFinancialCovenant(s).Borrowermaygivewrittennotice totheAgentthatitwillreceive(orthatithasreceived)aSpecifiedEquityContributioninrespect of a fiscal quarter of Borrower at any time on or after the last day of such fiscal quarter and on or

prior to the Cure Expiration Date in respect of the applicable testing period and, subject to the foregoing sentence, any breach (actual or prospective) of such Financial Covenant(s) shall not resultinanyDefaultorEventofDefaultinrespectoftheperiodoffourfiscalquartersendingwith such last day until the day after the Cure Expiration Date, and neither the Agent nor any Lender may exercise any rights or remedies under any this Agreement during such period, and then an EventofDefaultshallbedeemedtohaveoccurredonlyifanysuchbreachexistsaftertakinginto account for such determination for such period the amount of the Specified Equity Contribution, if any, made in respect of such period.

(b)Minimum Fee Earning Equity Owned and Operated. Borrower will not permit,asoftheendofanyfiscalquarter,theFeeEarningEquityOwnedandOperatedtobeless than $10,616,900,000.

7.9Amendments to Eligible Revenue Agreements.Borrower will not, and will not permit its Subsidiaries to, make, or permit the termination or making of any amendment, supplement, side letter, waiver, modification or similar agreement or arrangement in respect of anyEligibleRevenueagreementorothermanagementagreementunless,immediatelyaftergiving effectthereto,BorrowershallbeincomplianceonaproformabasiswiththeFinancialCovenants setforthinSection7.8andanyAdditionalProvisions(determinedbyreferencetothemostrecent fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 6.1).

7.10SaleofAssets.Borrowerwillnot,andwillnotpermitanySubsidiaryto,makeany Disposition except Permitted Dispositions; provided that, notwithstanding the foregoing, BorroweroranySubsidiarymaymakeanyDispositionsolongas,(a)atthetimeBorrowerorsuch Subsidiary makes such Disposition and immediately after giving effect thereto, no Event of Default shall exist, (b) such Disposition is for fair market value, and (c) immediately after giving effectthereto,BorrowershallbeincomplianceonaproformabasiswiththeFinancialCovenants set forth in Section7.8and any Additional Provision (determined by reference to the most recent

fiscal quarter for which financial statements have been (or were required to have been) delivered pursuant to Section 6.1).

7.11ModificationofCertainAgreements;Certain Payments.

(a)Make, permit or consent to any amendment or other modification to the constitutional documents of any Loan Party except to the extent that any such amendment or modification (i) does not violate the terms and conditions of this Agreement or any of the other Loan Documents and (ii) could not reasonably be expected to have a Material Adverse Effect.

(b)Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms of the Senior Notes, any Additional Senior Indebtedness or any Material Credit Facility, if, after giving effect to such amendment, modification, waiver, change or consent, the obligors with respect to such Senior Notes, Additional Senior Indebtedness or Material Credit Facility, as applicable, would not have beenpermittedtoincur,guaranteeorsecuresuchSeniorNotes,AdditionalSeniorIndebtednessor Material Credit Facility, as applicable, pursuant to the terms hereof.

(c)Make, permit or consent to any payment of principal in respect of any Senior Notes or any Additional Senior Indebtedness to the extent that at such time an Event of Default has occurred and is continuing or would result therefrom.

(d)ForsolongasthereareanyAdvancesoutstandinghereunderortotheextent the Revolving Credit Aggregate Commitment has not been terminated or otherwise reduced to zero, make, permit or consent to any payment of principal in respect of the Specified Note to the extentthatatthetimeofsuchpaymentanEventofDefaultunderSection8.1(a),(b),(c)(solelyto theextentresultingfromabreachofaFinancialCovenantoranyAdditionalProvision),(g)or(h)has occurred and is continuing or would result therefrom.

7.12Fiscal Year.Permit the fiscal year of any Loan Party to end on a day other than December 31.

8.DEFAULTS.

8.1Events of Default.The occurrence of any of the following events shall constitute an Event of Default hereunder:

(a)BorrowerdefaultsinthepaymentofanyprincipalonanyRevolvingCredit whenthesamebecomesdueandpayable,whetheratmaturityoratadatefixedforprepaymentor by declaration or otherwise; or

(b)Borrower defaults in the payment of any interest, fees or other amounts owinghereunderandundertheotherLoanDocumentsformorethanfive(5)BusinessDaysafter the same becomes due and payable; or

(c)Borrower defaults in the performance of or compliance with any term containedinSection6.1(d),Section7(otherthanSection7.5(k)and/orSection7.6(b)(vii))orany

AdditionalProvision(subjectinthecaseofanAdditionalProvisiontoanyapplicablegraceperiod set forth in the applicable Material Credit Facility); or

(d)Borrower or any Subsidiary Guarantor defaults in the performance of or compliancewithanytermcontainedherein(otherthanthosereferredtoinSections8.1(a),(b)and (c))orinanyotherLoanDocumentandsuchdefaultisnotremedied(i)inthecaseofanydefault in the performance of or compliance with any term contained in Section 7.5(k)or Section7.6(b)(vii), within thirty (30) days after the date of the Borrower’s delivery, pursuant to Section6.1, of financial statements evidencing such default and (ii) in all other cases, within thirty (30) daysaftertheearlierof(x)aResponsibleOfficerobtainingactualknowledgeofsuchdefaultand

(y) Borrower receiving written notice of such default from the Agent or any Lender (any such writtennoticetobeidentifiedasa“noticeofdefault”andtoreferspecificallytothis Section 8.1(d)); or

(e)anyrepresentationorwarrantymadeinwritingbyoronbehalfofBorrower or any Subsidiary Guarantor or by any officer of Borrower or such Subsidiary Guarantor in any LoanDocumentoranywritingfurnishedinconnectionwiththetransactionscontemplatedhereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f)(i) Borrower or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of, premium or make-whole amount or interest on (x) the Senior Notes or Additional Senior Indebtedness or (y) any other Indebtedness that is outstanding in an aggregate principal amount of at least $50,000,000 (or its equivalent in therelevantcurrencyofpayment)beyondanyperiodofgraceprovidedwithrespectthereto,or(ii) BorroweroranySignificantSubsidiaryis(1)indefaultintheperformanceoforcompliancewith anytermof(x)theSeniorNotesPurchaseAgreementorthedocument(s)governinganyAdditional

Senior Indebtedness or (y) any evidence of any other Indebtedness in an aggregate outstanding principalamountofatleast$50,000,000(oritsequivalentintherelevantcurrencyofpayment)or of any mortgage, indenture or other agreement relating thereto, and (2) in each case, as a consequenceofsuchdefault,suchIndebtednesshasbecome,orhasbeendeclareddueandpayable before its stated maturity or before its regularly scheduled dates of payment; or

(g)BorroweroranySignificantSubsidiary(i)isgenerallynotpaying,oradmits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratoriumor other similar law ofany jurisdiction, (iii) makes an assignment for thebenefitofitscreditors,(iv)consentstotheappointmentofacustodian,receiver,trusteeorother officerwithsimilarpowerswithrespecttoitorwithrespecttoanysubstantialpartofitsproperty, or (v) is adjudicated as insolvent or to be liquidated; or

(h)acourtorotherGovernmentalAuthorityofcompetentjurisdictionentersan orderappointing,withoutconsentbyBorroweroranyofitsSignificantSubsidiaries,acustodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting anorder for relief or approving a petition for relief orreorganizationoranyotherpetitioninbankruptcyorforliquidationortotakeadvantageofany bankruptcyorinsolvencylawofanyjurisdiction,ororderingthedissolution,winding-upor

liquidation of Borrower or any of its Significant Subsidiaries, or any such petition shall be filed against Borrower or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or

(i)[reserved]; or

(j)one or more final non-appealable judgments or orders for the payment of moneyaggregatinginexcessof$50,000,000(oritsequivalentintherelevantcurrencyofpayment) (to the extent not paid and not covered by insurance (including, if applicable, self-insurance) or indemnitiesastowhichtheinsurerorindemnitorhasbeennotifiedofsuchjudgmentororderand has not denied coverage) including any such final order enforcing a binding arbitration decision, arerenderedagainstoneormoreofBorroweranditsSignificantSubsidiariesandwhichjudgments arenot,within60daysafterentrythereof,bonded,dischargedorstayedpendingappeal,orarenot discharged within 60 days after the expiration of such stay; or

(k)if(i)anyPlanshallfailtosatisfytheminimumfundingstandardsofERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified Borrower or any ERISA Affiliate thataPlanmaybecome asubjectofanysuchproceedings,(iii)thereisany“amountofunfunded benefitliabilities”(withinthemeaningofsection4001(a)(18)ofERISA)underoneormorePlans, determined in accordance with Title IV of ERISA, (iv) the aggregate present value of accrued benefitliabilitiesunderallfundedNon-U.S.Plansexceedstheaggregatecurrentvalueoftheassets of such Non-U.S. Plans allocable to such liabilities, (v) Borrower or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA orthepenaltyorexcisetaxprovisionsoftheCoderelatingtoemployeebenefitplans,

(vi)BorroweroranyERISAAffiliatewithdrawsfromanyMultiemployerPlan,(vii)Borroweror anySubsidiaryestablishesoramendsanyemployeewelfarebenefitplanthatprovides

post-employmentwelfarebenefitsinamannerthatwouldincreasetheliabilityofBorrowerorany Subsidiarythereunder,(viii)BorroweroranySubsidiaryfailstoadministerormaintainaNon-U.S. Planincompliancewiththerequirementsofanyandallapplicablelaws,statutes,rules,regulations orcourtordersoranyNon-U.S.Planisinvoluntarilyterminatedorwoundup,or(ix)Borroweror any Subsidiary becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either individually or together with any other such event or events, would reasonablybeexpectedtohaveaMaterialAdverseEffect.AsusedinthisSection8.1(k),theterms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or

(l)anyLoanDocument,atanytimeafteritsexecutionanddeliveryandforany reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the obligations hereunder and under any other Loan Document, shall cease to be in full force and effect,anyLoanPartyoranyPersonactingonbehalfofaLoanPartyshallcontestinanymanner thevalidity,bindingnatureorenforceabilityofanyLoanDocument,ortheobligationsofanyLoan

Party under any Loan Document are not or cease to be legal, valid, binding and enforceable inaccordance with the terms of such Loan Document; or

(m)a Change of Control.

8.2Acceleration.

(a)IfanEventofDefaultwithrespecttoBorrowerdescribedinSection8.1(g)or (h) (other than an Event of Default described in clause (i) of Section 8.1(g)or described in clause(vi)ofSection8.1(g)byvirtueofthefactthatsuchclauseencompassesclause(i)ofSection8.1(g)) has occurred, all Advances then outstanding shall automatically become immediately due and payable.

(b)If any other Event of Default has occurred and is continuing, the Majority Lenders may at any time at its or their option, by notice or notices to Borrower, declare all the Advances then outstanding to be immediately due and payable.

Upon any Advances becoming due and payable under this Section8.2, whether automatically or by declaration, such Advances will forthwith mature and the entire unpaid principal amount of such Advances, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) all other Obligations then outstanding shall allbeimmediatelydueandpayable,ineachandeverycasewithoutpresentment,demand,protest or further notice, all of which are hereby waived.

8.3[Reserved].

8.4Rights Cumulative.No delay or failure of the Agent and/or Lenders in exercising any right, power or privilege hereunder shall affect such right, power or privilege, nor shall any singleorpartialexercisethereofprecludeanyfurtherexercisethereof,ortheexerciseofanyother power, right or privilege.The rights of the Agent and Lenders under this Agreement are cumulative and not exclusive of any right or remedies which Lenders would otherwise have.

8.5Waiver by Borrower of Certain Laws.To the extent permitted by applicable law, Borrowerherebyagreestowaive,anddoesherebyabsolutelyandirrevocablywaiveandrelinquish

thebenefitandadvantageofanyvaluation,stay,appraisement,extensionorredemptionlawsnow existing or which may hereafter exist, which, but for this provision, might be applicable to any salemadeunderthejudgment,orderordecreeofanycourt,onanyclaimforinterestontheNotes. These waivers have been voluntarily given, with full knowledge of the consequences thereof.

8.6WaiverofDefaults.NoEventofDefaultshallbewaivedbytheLendersexceptin a writing signed by an officer of the Agent in accordance with Section11.10; provided, that any EventofDefaultunderSection8.1(a)orSection8.1(b)arisingfromBorrower’sfailuretomakea requiredpaymentonatimelybasisshallbedeemedtohavebeencuredbytheAgent’sacceptance of such payment prior to declaring the entire unpaid principal amount of the Indebtedness immediatelydueandpayable,butnoacceptanceofalatepaymentshallconstituteconsenttofuture late payments or otherwise impair the Agent’s right to strict compliance by Borrower with all of theprovisionsofthisAgreementwithoutgivingnoticeto,ormakinganydemandupon,Borrower forstrictcompliancewiththisAgreement.Nosingleorpartialexerciseofanyright,poweror

privilege hereunder, nor any delay inthe exercise thereof, shall preclude other or further exercise oftheirrightsbytheAgentortheLenders.NowaiverofanyEventofDefaultshallextendtoany other or further Event of Default.No forbearance on the part of the Agent or the Lenders in enforcing any of their rights shall constitute a waiver of any of their rights.Borrower expressly agrees that this Sectionmay not be waived or modified by the Lenders or the Agent by course of performance, estoppel or otherwise.

8.7SetOff.UpontheoccurrenceandduringthecontinuanceofanyEventofDefault, each Lender may at any time and from time to time, without notice to Borrower but subject to the provisions of Section9.3(any requirement for such notice being expressly waived by Borrower), setoff and apply against any and all ofthe obligations of Borrower now or hereafter existing under this Agreement, whether owing to such Lender, any Affiliate of such Lender or any other Lender or the Agent, any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of Borrower and any property of Borrower from time to time in possession of such Lender, irrespective of whether or not such deposits held or indebtedness owing by such Lender may be contingent and unmatured.Promptly following any such setoff, such Lender shall give written notice to the Agent and Borrower of the occurrence thereof; providedthat in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Agent for further application in accordance with the provisions of Section9.4and, pending such payment, shall be segregated bysuchDefaultingLenderfromitsotherfundsanddeemedheldforthebenefitoftheAgentand the Lenders, and (y) the Defaulting Lender shall provide promptly to the Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.The rights of each Lender under this Section8.8are in addition to the other rights and remedies (including other rights of setoff) which such Lender may have.

9.PAYMENTS,RECOVERIESANDCOLLECTIONS.

9.1PaymentProcedure.

(a)All payments to be made by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.Except as otherwise provided herein, all payments made by Borrower of principal, interest or fees hereunder shall be made without setoff or counterclaim on the date specified for payment under this Agreement and must bereceivedbytheAgentnotlaterthan2:00p.m.(NewYorkCitytime)(orsuchlatertimeonsuch dateasagreedtobyAgent)onthedatesuchpaymentisrequiredorintendedtobemadeinDollars

in immediately available funds to the Agent at the Agent’s office located at 555 South Flower Street,21stFloor,LosAngeles,CA90071,fortheratablebenefitoftheRevolvingCreditLenders in the case of payments in respect of the Revolving Credit.Any payment received by the Agent after2:00p.m.(NewYorkCitytime)(orsuchlatertimeonsuchdateasagreedtobyAgent)shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continuetoaccrue.Uponreceiptofeachsuchpayment,theAgentshallmakepromptpaymentto each applicable Lender.

(b)Unless the Agent shall have been notified in writing by Borrower at least two(2)BusinessDayspriortothedateonwhichanypaymenttobemadebyBorrowerisduethat

Borrowerdoesnotintendtoremitsuchpayment,theAgentmay,initssolediscretionandwithout obligation to do so, assume that Borrower has remitted such payment when so due and the Agent may, in reliance upon such assumption, make available to each Revolving Credit Lender on such paymentdateanamountequaltosuchLender’sshareofsuchassumedpayment.IfBorrowerhas not in fact remitted such payment to the Agent, each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available or transferred to such Lender, togetherwiththeinterestthereon,inrespectofeachdayfromandincludingthedatesuchamount wasmadeavailablebytheAgenttosuchLendertothedatesuchamountisrepaidtotheAgentat arateperannumequaltotheFederalFundsEffectiveRateforthefirsttwo(2)BusinessDaysthat suchamountremainsunpaid,andthereafteratarateofinterestthenapplicabletosuchRevolving Credit Advances.

(c)Subject to the definition of “Interest Period” in Section1.1, whenever any paymenttobemadehereundershallotherwisebedueonadaywhichisnotaBusinessDay,such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing interest, if any, in connection with such payment.

9.2[Reserved].

9.3Pro-rata Recovery.If any Lender shall obtain any payment or other recovery (whethervoluntary,involuntary,byapplicationofsetofforotherwise)onaccountofprincipalof, orintereston,anyoftheAdvancesmadebyit,ortheparticipationsinSwingLineAdvancesheld by it in excess of its pro rata share of payments then or thereafter obtained by all Lenders upon principalofandinterestonallsuchObligations,suchLendershallpurchasefromtheotherLenders such participations in the Revolving Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably in accordance with the applicable Revolving Credit Percentages of the Lenders; provided, however, that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing holder, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

9.4Treatment of a Defaulting Lender; Reallocation of Defaulting Lender’s FrontingExposure.

(a)The obligation of any Lender to make any Advance hereunder shall not be affected by the failure of any other Lender to make any Advance under this Agreement, and no LendershallhaveanyliabilitytoBorroweroranyofitsSubsidiaries,theAgent,anyotherLender, or any other Person for another Lender’s failure to make any loan or Advance hereunder.

(b)If any Lender shall become a Defaulting Lender, then such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this

Agreement or such other Loan Documents, or to direct or approve any action or inaction by the Agent shall be subject to the restrictions set forth in Section 11.10.

(c)Anypaymentofprincipal,interest,feesorotheramountsreceivedbythe Agent for the account of such Defaulting Lender(whether voluntary or mandatory, at maturity, pursuant to Article8or otherwise) or received by the Agent froma Defaulting Lender pursuant

to Section9.6shall be applied at such time or times as may be determined by the Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agent hereunder;second,tothepaymentonaproratabasisofanyamountsowingbysuchDefaulting Lender to any Swing Line Lender hereunder; third, as Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Agent; fourth, if so determined by the Agent and Borrower, to be held in a depositaccountandreleasedproratainordertosatisfysuchDefaultingLender’spotentialfuture fundingobligationswithrespecttoAdvancesunderthisAgreement; fifth,tothepaymentofany amounts owing to the Lenders or Swing Line Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Swing Line Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to BorrowerasaresultofanyjudgmentofacourtofcompetentjurisdictionobtainedbyBorrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations underthisAgreement;andseventh,tosuchDefaultingLenderorasotherwisedirectedbyacourt ofcompetentjurisdiction;providedthatifsuchpaymentisapaymentoftheprincipalamountof any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Advances of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of such Defaulting Lender until such time as all Advances and Swing Line Advances are held by the Lenders pro rata in accordance with their respective Revolving Credit Percentages without giving effect to clause(d)below.Anypayments,prepaymentsorotheramountspaidorpayabletoaDefaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this clause (c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(d)Each Defaulting Lender shall be entitled to receive a Revolving Credit FacilityFeeforanyperiodduringwhichthatLenderisaDefaultingLenderonlytoextentallocable to the outstanding principal amount of the Revolving Credit Advances funded by it).

(e)WithrespecttoanyRevolvingCreditFacilityFeenotrequiredtobepaidto anyDefaultingLenderpursuanttoclause(d)above,Borrowershall(x)paytoeachNon-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Swing Line Advances that has been reallocated to such Non-Defaulting Lender pursuant to clause (f) below, (y) pay to each Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(f)If any Lender shall become a Defaulting Lender, then, for so long as such Lender remains a Defaulting Lender, any Fronting Exposure shall be reallocated by the Agent at therequestoftheSwingLineLenderamongtheNon-DefaultingLendersinaccordancewiththeir respective Revolving Credit Percentages, but only to the extent that the sum of the aggregate

principal amount of all Revolving Credit Advances made by each Non-Defaulting Lender, plus suchNon-DefaultingLender’sRevolvingCreditPercentageoftheaggregateoutstandingprincipal amountofSwingLineAdvancespriortogivingeffecttosuchreallocationplussuch

Non-DefaultingLender’sRevolvingCreditPercentageoftheFrontingExposuretobereallocated does not exceed such Non-Defaulting Lender’s Revolving Credit Percentage of the Revolving Credit Aggregate Commitment, and only so long as no Default or Event of Default has occurred and is continuing on the date of such reallocation.

(g)At any time that there shall exist a Defaulting Lender, within one (1) BusinessDayfollowingthewrittenrequestoftheAgentortheSwingLineLender(withacopyto the Agent), Borrower shall cash collateralize the Swing Line Lender’s Fronting Exposure with respect to such Defaulting Lender (determined after giving effect to any cash collateral provided by such Defaulting Lender) in an amount not less than an amount determined by the Agent, the SwingLineLenderintheirsolediscretion,bydepositingsuchamountsintoanaccountcontrolled by the Agent.

10.AGENT.

10.1Appointment of the Agent.Each Lender and the holder of each Note (if issued) irrevocablyappointsandauthorizestheAgenttoactonbehalfofsuchLenderorholderunderthis AgreementandtheotherLoanDocumentsandtoexercisesuchpowershereunderandthereunder as are specifically delegated to the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto, including the power to execute or authorize the execution of financing or similar statements or notices, and other documents.In performing its functions and duties under this Agreement, the Agent shall actsolely as agent of the Lenders and doesnotassumeandshallnotbe deemedtohaveassumedanyobligationtowards,orrelationship of agency or trust with or for, any Loan Party.

10.2DepositAccountwiththeAgentoranyLender.BorrowerauthorizestheAgent,in the Agent’s sole discretion, upon notice to Borrower to charge Account #XXXXX54842 maintained with the Agent or such other deposit account with the Agent as Borrower may designatetotheAgentinwritingfromtimetotimefortheamountofanyprincipal,interest,costs or other amounts due under this Agreement when the same become due and payable under the terms of this Agreement or the Notes.

10.3Scope of the Agent’s Duties.The Agent shall have no duties or responsibilities exceptthoseexpresslysetforthherein,andshallnot,byreasonofthisAgreementorotherwise, have a fiduciary relationship with any Lender (and no implied covenants or other obligations shall be read into this Agreement against the Agent).None of the Agent, its Affiliates nor any of their respective directors, officers, employees or agents shall be liable to any Lender for any actiontakenoromittedtobetakenbyitorthemunderthisAgreementoranydocumentexecuted pursuant hereto, or in connection herewith or therewith with the consent or at the request of the Majority Lenders (or all of the Lenders for those acts requiring consent of all of the Lenders) (except for its or their own willful misconduct or gross negligence), nor be responsible for or haveanydutiestoascertain,inquireintoorverify(a)anyrecitalsorwarrantiesmadebytheLoan PartiesoranyAffiliateoftheLoanParties,oranyofficerthereofcontainedhereinortherein,(b) the effectiveness, enforceability, validity or due execution of this Agreement or any document executed pursuant hereto or any security thereunder, (c) the performance by the Loan Parties of their respective obligations hereunder or thereunder, or (d) the satisfaction of any condition hereunderorthereunder,includinginconnectionwiththemakingofanyAdvance.TheAgent

and its Affiliates shall be entitled to rely upon any certificate, notice, document or other communication (including any cable, telegraph, telex, facsimile transmission or oral communication)believedbyittobegenuineandcorrectandtohavebeensentorgivenbyoron behalfofaproperperson.TheAgentmaytreatthepayeeofanyNoteastheholderthereof.The Agent may employ agents and may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to the Lenders (except as to money or property received by them or their authorized agents), for the negligence or misconduct of any suchagentselectedbyitwithreasonablecareorforanyactiontakenoromittedtobetakenbyit in good faith in accordance with the advice of such counsel, accountants or experts.

10.4SuccessorAgent.TheAgentmayresignassuchatanytimeuponatleastthirty

(30)dayspriorwrittennoticetoBorrowerandeachoftheLenders.IftheAgentatanytimeshall resign or if the office of the Agent shall become vacant for any other reason, Majority Lenders shall, by written instrument, appoint successor agent(s) (“Successor Agent”) satisfactory to such Majority Lenders and, so long as no Default or Event of Default has occurred and is continuing, to Borrower (which approval shall not be unreasonably withheld or delayed); provided, however that any such successor Agent shall be a bank or a trust company or other financial institution whichmaintainsanofficeintheUnitedStates,oracommercialbankorganizedunderthelawsof the United States or any state thereof, or any Affiliate of such bank or trust company or other financial institution which is engaged in the banking business, and shall have a combined capital and surplus of at least $500,000,000.Such Successor Agent shall thereupon become the Agent hereunder, as applicable, and the Agent shall deliver or cause to be delivered to any successor agentsuchdocumentsoftransferandassignmentassuchSuccessorAgentmayreasonablyrequest. IfaSuccessorAgentisnotsoappointedordoesnotacceptsuchappointmentbeforetheresigning Agent’sresignationbecomeseffective,theresigningAgentmayappointatemporarysuccessorto actuntilsuchappointmentbytheMajorityLendersandBorrower(solongasnoDefaultorEvent ofDefaulthasoccurredandiscontinuing),ismadeandaccepted,orifnosuchtemporarysuccessor is appointed as provided above by the resigning the Agent, the Majority Lenders shall thereafter perform all of the duties of the resigning the Agent hereunder until such appointment by the MajorityLendersand,ifapplicable,Borrower,ismadeandaccepted.SuchSuccessorAgentshall succeed to all of the rights and obligations of the resigning Agent as if originally named.The resigning Agent shall duly assign, transfer and deliver to such Successor Agent all moneys at the time held by the resigning Agent hereunder afterdeducting therefrom its expenses for which it is entitled to be reimbursed hereunder.Upon such succession of any such Successor Agent, the resigning Agent shall be discharged from its duties and obligations, in its capacity as the Agent hereunder, except for its gross negligence or willful misconduct arising prior to its resignation hereunder, and the provisions of this Article10shall continue in effect for the benefit of the resigning Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Agent.

10.5Credit Decisions.Each Lender acknowledges that it has, independently of the Agent and each other Lender and based on the financial statements of Borrower and such other documents, information and investigations as it has deemed appropriate, made its own credit decisiontoextendcredithereunderfromtimetotime.EachLenderalsoacknowledgesthatitwill, independentlyoftheAgentandeachotherLenderandbasedonsuchotherdocuments,information andinvestigationsasitshalldeemappropriateatanytime,continuetomakeitsowncredit

decisions as to exercising or not exercising from time to time any rights and privileges available toit underthis Agreement,any LoanDocumentoranyotherdocumentexecutedpursuanthereto.

10.6Authority of the Agent to Enforce This Agreement.Each Lender, subject to the termsandconditionsofthisAgreement,grantstheAgentfullpowerandauthorityas attorney-in-fact to institute and maintain actions, suits or proceedings for the collection and enforcement of any Obligations outstanding under this Agreement or any other Loan Document and to file such proofs of debt or other documents as may be necessary to have the claims of the Lenders allowed in any proceeding relative to any Loan Party, or their respective creditors or affecting their respective properties, and to take such other actions which the Agent considers to be necessary or desirable for the protection, collection and enforcement of the Notes, this Agreement or the other Loan Documents.

10.7Indemnification of the Agent.The Lenders agree to indemnify the Agent-Related Persons (to the extent not reimbursed by Borrower, but without limiting any obligation of Borrower to make such reimbursement), ratably according to their respective Weighted Percentages, and hold them harmless from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever (including reasonable fees and expensesofhouseandoutsidecounsel)whichmaybeimposedon,incurredby,orassertedagainst anyAgent-RelatedPersoninanywayrelatingtoorarisingoutofthisAgreement,anyoftheother Loan Documents or the transactions contemplated hereby or any action taken or omitted by the AgentanditsAffiliatesunderthisAgreementoranyoftheLoanDocuments;provided,however, that no Lender shall be liable for any portion of such claims, damages, losses, liabilities, costs or expenses resulting from any Agent-Related Person’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent-Related Persons promptly upon demand for its ratable share of any reasonable out-of-pocket expenses (including reasonablefeesandexpensesofhouseandoutsidecounsel)incurredbytheAgent-RelatedPersons inconnectionwiththepreparation,execution,delivery,administration,modification,amendment orenforcement(whetherthroughnegotiations,legalproceedingsorotherwise)of,orlegaladvice inrespectofrightsorresponsibilitiesunder,thisAgreementor anyoftheotherLoanDocuments, to the extent that the Agent-Related Persons are not reimbursed for such expenses by Borrower, butwithoutlimitingtheobligationofBorrowertomakesuchreimbursement.EachLenderagrees to reimburse the Agent-Related Persons promptly upon demand for its ratable share of any amounts owing to the Agent-Related Persons by the Lenders pursuant to this Section 10.7, provided that, if the Agent-Related Persons are subsequently reimbursed by Borrower for such amounts, they shall refund to the Lenders on a pro rata basis the amount of any excess reimbursement.If the indemnity furnished to the Agent-Related Persons under this Section 10.7shallbecomeimpairedasdeterminedintheAgent’sreasonablejudgmentortheAgentshallelect in its sole discretion to have such indemnity confirmed by the Lenders (as to specific matters or otherwise),theAgentshallgivenoticethereoftoeachLenderand,untilsuchadditionalindemnity is provided or such existing indemnity is confirmed, the Agent may cease, or not commence, to take any action.Any amounts paid by the Lenders hereunder to the Agent-Related Persons shall be deemed to constitute part of the Obligations hereunder.

10.8KnowledgeofDefault.ItisexpresslyunderstoodandagreedthattheAgentshall be entitled to assume that no Default or Event of Default has occurred and is continuing, unless the officers of the Agent immediately responsible for matters concerning this Agreement shall

have received a written notice from a Lender or Borrower specifying such Default or Event of Default and stating that such notice is a “notice of default”.Upon receiving such a notice, the Agent shall promptly notify each Lender of such Default or Event of Default and provide each LenderwithacopyofsuchnoticeandshallendeavortoprovidesuchnoticetotheLenderswithin three(3)BusinessDays(butwithoutanyliabilitywhatsoeverintheeventofitsfailuretodoso).

TheAgentshallalsofurnishtheLenders,promptlyuponreceipt,withcopiesofallothernotices or other information required to be provided by Borrower hereunder.

10.9The Agent’s Authorization; Action by Lenders.Except as otherwise expressly provided herein, whenever the Agent is authorized and empowered hereunder on behalf of the Lenders to give any approval or consent, or to make any request, or to take any other action on behalf of the Lenders (including the exercise of any right or remedy hereunder or under the other Loan Documents), the Agent shall be required to give such approval or consent, or to make such request or to take suchother action only when so requested inwriting by the Majority Lenders or theLenders,asapplicablehereunder.ActionthatmaybetakenbytheMajorityLenders,anyother specified Percentage of the Lenders or all of the Lenders, as the case may be (as provided for hereunder) may be taken (i) pursuant to a vote of the requisite percentages of the Lenders as required hereunder at a meeting (which may be held by telephone conference call), provided that theAgentexercisesgoodfaith,diligenteffortstogivealloftheLendersreasonableadvancenotice of the meeting, or (ii) pursuant to the written consent of the requisite percentages of the Lenders asrequiredhereunder,providedthatalloftheLendersaregivenreasonableadvancenoticeofthe requests for such consent.

10.10EnforcementActionsbytheAgent.Exceptasotherwiseexpresslyprovidedunder thisAgreementorinanyoftheotherLoanDocumentsandsubjecttothetermshereof,theAgent will take such action, assert such rights and pursue such remedies under this Agreement and the other Loan Documents as the Majority Lenders or all of the Lenders, as the case may be (as provided for hereunder), shall direct; provided, however, that the Agent shall not be required to actoromittoactif,inthereasonablejudgmentoftheAgent,suchactionoromissionmayexpose the Agent to personal liability for which the Agent has not been satisfactorily indemnified hereunderoriscontrarytothisAgreement,anyoftheLoanDocumentsorapplicablelaw.Except as expressly provided above or elsewhere in this Agreement or the other Loan Documents, no Lender (other than the Agent, acting in its capacity as agent) shall be entitled to take any enforcement action of any kind under this Agreement or any of the other Loan Documents.

10.11[Reserved].

10.12The Agents in their Individual Capacities.City National Bank and its Affiliates, successorsandassignsshalleachhavethesamerightsandpowershereunderasanyotherLender and may exercise or refrain from exercising the same as though such Lender were not the Agent. City National Bank and its Affiliates may (without having to account therefor to any Lender) acceptdepositsfrom,lendmoneyto,andgenerallyengageinanykindofbanking,trust,financial advisory or other business with the Loan Parties as if such Lender were not acting as the Agent hereunder,andmayacceptfeesandotherconsiderationthereforwithouthavingtoaccountforthe same to the Lenders.

10.13The Agent’s Fees.Until all Obligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up, and other contingent obligationswithrespecttowhichnoclaimhasbeenmade)havebeenrepaidanddischargedinfull andnocommitmenttoextendanycredithereunderisoutstanding,BorrowershallpaytotheAgent, as applicable, any agency or other fee(s) set forth (or to be set forth from time to time) in the applicableFeeLetteronthetermssetforththerein.Theagencyfeesreferredtointhis Section 10.13shall not be refundable under any circumstances.

10.14DocumentationAgentorotherTitles.AnyLenderidentifiedonthefacingpageor signaturepageofthisAgreementorinanyamendmentheretoorasdesignatedwithconsentofthe AgentinanyassignmentagreementasLeadArranger,DocumentationAgent,

SyndicationsAgent or any similar titles, shall not have any right, power, obligation, liability, responsibility or duty under this Agreement as a result of such title other than those applicable to all Lenders as such. Withoutlimitingtheforegoing,theLenderssoidentifiedshallnothaveorbedeemedtohaveany fiduciaryrelationshipwithanyLenderasaresultofsuchtitle.EachLenderacknowledgesthatit hasnotrelied,andwillnotrely,ontheLendersoidentifiedindecidingtoenterintothisAgreement or in taking or not taking action hereunder.

10.15Obligations in respect of Lender Products and Hedging Agreements.Except as otherwiseexpresslysetforthherein,noLenderthatobtainsthebenefitsoftheprovisionsofSection

9.2 or of the Subsidiary Guaranty shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Subsidiary Guaranty) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article 10 to the contrary, the Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Lender Products and Hedging Agreements unless the Agent has received written notice of such Obligations, together with such supporting documentation as the Agent may request, from the applicable Lender.

10.16NoReliance on theAgent’s Customer Identification Program.

(a)EachLenderacknowledgesandagreesthatneithersuchLender,noranyof its Affiliates, participants or assignees, may rely on the Agent to carry out such Lender’s, Affiliate’s, participant’s or assignee’s customer identification program, or other obligations required or imposed under or pursuant to the USA Patriot Act or the regulations thereunder, including the regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other Anti-Terrorism Law, including any programs involving any of the following items relating to or in connection with Borrower or any of its Subsidiaries, any of their respective Affiliates or agents, the Loan Documents or the transactions hereunder: (i) any identify verification procedures, (ii) any record keeping, (iii) any comparisons with government lists,(iv)anycustomernotices,or(v)anyotherproceduresrequiredundertheCIPRegulationsor such other laws.

(b)Each Lender or assignee or participant of a Lender that is not organized under the laws of the United States or a state thereof (and is not excepted from the certification requirementcontainedinSection313oftheUSAPatriotActandtheapplicableregulations

becauseitisboth(i)anaffiliateofadepositoryinstitutionorforeignbankthatmaintainsaphysical presence in the United States or foreign country, and (ii) subject to supervision by a banking authorityregulatingsuchaffiliateddepositoryinstitutionorforeignbank)shalldelivertotheAgent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section313 of the USA Patriot Act and the applicable regulations at such times as are required under the USA Patriot Act or such other applicable regulations.

10.17Certain ERISA Matters.

(a)EachLender(x)representsandwarrants,asofthedatesuchPersonbecame a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party heretotothedatesuchPersonceasesbeingaLenderpartyhereto,forthebenefitof,theAgentand

not,fortheavoidanceofdoubt,toorforthebenefitofBorrower,thatatleastoneofthefollowing is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Plans with respect to such Lender’s entrance into, participation in,administrationofandperformanceofthisAgreementortheAdvancesandcommitments hereunder,

(ii)theprohibitedtransactionexemptionsetforthinoneormorePTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactionsinvolvinginsurancecompanygeneralaccounts),PTE90-1(aclassexemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38(aclassexemptionforcertaintransactionsinvolvingbankcollectiveinvestmentfunds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of Section 406 of ERISA andSection4975oftheCodesuchLender’sentranceinto,participationin,administration of and performance of this Agreement or the Advances and commitments hereunder,

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform this Agreement and the Advances and commitments hereunder, (C) the entrance into, participation in, administrationofandperformanceofthisAgreementandtheAdvancesandcommitments hereunder satisfy the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and(D)tothebestknowledgeofsuchLender,therequirementsofsubsection(a)ofPartI of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administrationofandperformanceofthisAgreementandtheAdvancesandcommitments hereunder, or

(iv)such other representation, warrantyand covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.

(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warrantyandcovenantinaccordancewithsub-clause(iv)intheimmediatelyprecedingclause(a), suchLenderfurther(x)representsandwarrants,asofthedatesuchPersonbecameaLenderparty hereto,and(y)covenants,fromthedatesuchPersonbecameaLenderpartyheretotothedatesuch PersonceasesbeingaLenderpartyhereto,forthebenefitof,theAgentandnot,fortheavoidance of doubt, to or for the benefit of Borrower, that the Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of this Agreement and the Advances and commitments hereunder (including in connection with the reservation or exercise of any rights by the Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

11.MISCELLANEOUS.

11.1[Reserved].

11.2Consent to Jurisdiction.THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGSARISINGINCONNECTIONWITHTHISAGREEMENTANDTHEOTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERALCOURTSLOCATEDINTHECOUNTYOFNEWYORK,STATEOFNEWYORK. BORROWER, THE AGENT AND THE LENDERS WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINEOFFORUMNONCONVENIENSORTOOBJECTTOVENUETOTHEEXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.2.

11.3Governing Law.THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHERLOANDOCUMENTINRESPECTOFSUCHOTHERLOANDOCUMENT),AND THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, SHALL BE DETERMINED UNDER, GOVERNED BY AND CONSTRUEDINACCORDANCEWITHTHEINTERNALLAWSOFTHESTATEOFNEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

11.4Interest.NotwithstandinganyotherprovisionofthisAgreementoranyoftheother Loan Documents, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicablelaw,shallnotexceedthemaximumlawfulinterestrate,ifany,thatatanytimeorfrom timetotimemaybecontractedfor,charged,orreceivedunderthelawsapplicabletoanyLender. Iftherateofinterest(determinedwithoutregardtotheprecedingsentence)underthisAgreement at any time exceeds such maximum lawful rate, the outstanding amount of the Advances made hereunder shall bear interest at such maximum lawful rate (notwithstanding any period during whichthestatedinterestratesetforthinthisAgreementbecomeslessthansuchmaximumlawful rate) until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times

beenineffect.Inaddition,ifwhentheAdvancesmadehereunderarerepaidinfullthetotalinterest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rate of interest set forth in this Agreementhadatalltimesbeenineffect,thentotheextentpermittedbylaw,Borrowershallpay totheAgentanamountequaltothedifferencebetweentheamountofinterestpaidandtheamount ofinterestwhichwouldhavebeenpaidifthemaximumlawfulratehadatalltimesbeenineffect. Notwithstandingtheforegoing,itistheintentionoftheLendersandBorrowertoconformstrictly to any applicable usury laws.Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the maximum lawful rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Advances made hereunder or be refunded to Borrower.

11.5ClosingCostsandOtherCosts;Indemnification.

(a)BorrowershallpromptlypayorreimbursetheAgentandtheLeadArranger forpaymentofallreasonableanddocumentedout-of-pocketcostsandexpenses,includingthefees and expenses of one primary firm of outside counsel, lien search fees, and required travel costs, incurredbytheAgentinconnectionwiththecommitment,consummationandclosingoftheloans contemplatedhereby,orinconnectionwiththeadministrationofthisAgreementortheotherLoan

Documents(includingtheobtainingoflegaladviceregardingtherightsandresponsibilitiesofthe parties hereto) or any refinancing or restructuring of the loans or Advances provided under this AgreementortheotherLoanDocuments,oranyamendmentormodificationthereofrequestedby Borrower(whichshallbelimitedtooneprimaryfirmofoutsidecounselforallPersonsentitledto reimbursementorindemnification,takenasawhole,and,ifreasonablynecessary,asingleoutside local counsel in each appropriate jurisdiction (which may include a single special counsel in multiple jurisdictions) for all Persons entitled to reimbursement or indemnification taken as a whole (and, in the case of an actual or perceived conflict of interest, the smallest number of additionalcounselforallPersonsentitledtoreimbursementorindemnificationrequiredtoprevent such conflict).In addition, Borrower shall pay all reasonable out-of-pocket costs and expenses, includingoutsideattorneyfeesandexpenses,incurredbytheAgent-RelatedPersonsand,afterthe occurrence and during the continuance of an Event of Default, by the Lenders, in preserving, protecting, exercising or enforcing any of the rights of the Agent or any of the Lenders against BorroweroranyotherLoanParty,orotherwiseincurredbytheAgentortheLendersinconnection withanyEventofDefaultortheenforcementoftheloansoranyoftheLoanDocuments(whether incurredthroughnegotiations,legalproceedingsorotherwise),includingsuchchargesinanycourt or bankruptcy proceedings or arising out of any claim or action by any Person against the Agent or any Lender which would not have been asserted were it not for the Agent’s or such Lender’s relationshipwithBorroweroranyLoanPartyhereunderorotherwise.Allsuchamountsrequired tobepaidbyBorrowerhereunderandnotpaidforthwithupondemandshallbearinterestfromthe dateincurredtothedatepaymentisreceivedbytheAgentataperannumrateequaltotheDefault Rate.

(b)Borrower agrees to indemnify and hold harmless the Agent, the Lead Arranger and each of the Lenders (and, in each case, their respective Affiliates), and their respectiveemployees,agents,officers,directors,attorneys-in-factandotherrepresentatives(each, an “Indemnitee”), from all loss, cost, damage, liability or expenses, including reasonable and documentedoutsideattorneys’feesanddisbursements(whichshallbelimitedtooneprimaryfirm

ofoutsidecounselforallPersonsentitledtoreimbursement orindemnification,takenasawhole, andifreasonablynecessary,asingleoutsidelocalcounselineachappropriatejurisdiction(which may include a single special counsel in multiple jurisdictions) for all Persons entitled to reimbursement or indemnification, taken as a whole (and, in the case of an actual or perceived conflict of interest, the smallest number of additional counsel for all Persons entitled to reimbursement or indemnification required to prevent such conflict)), incurred by an Indemnitee byreasonoftheprosecutionordefenseofanyactionorproceedingconcerninganymattergrowing outoforconnectedwiththisAgreementoranyoftheLoanDocuments,excluding,however,any loss, cost, damage, liability or expenses to the extent arising solely as a result of (i) the gross negligenceorwillfulmisconductoftheIndemniteeseekingindemnificationunderthis Section11.5(b), (ii) a material breach of this Agreement by the Indemnitee seeking to be indemnifiedunderthisSection11.5(b),or(iii)anyproceedingbetweenoramongIndemniteesthat doesnotinvolveanactoromissionbyanyoftheLoanParties(otherthanclaimsagainsttheAgent in its capacity as such or in fulfilling its role as an Agent (but excluding its role as a Lender)).

(c)Borrower agrees to defend, indemnify and hold harmless each Indemnitee from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costsorexpensesofwhateverkindornature(includingreasonableattorneysandconsultantsfees, investigation and laboratory fees, environmental studies required by the Agent or any Lender in connection with the violation of Hazardous Material Laws), court costs and litigation expenses, arising out of or related to (i) the presence, use, disposal, release or threatened release of any Hazardous Materials on, fromor affectingany premises owned or occupied by anyLoan Partyin

violation of or the non-compliance with applicable Hazardous Material Laws, (ii) any personal injury(includingwrongfuldeath)orpropertydamage(realorpersonal)arisingoutofexposureto such Hazardous Materials, (iii) any lawsuit or other proceeding brought or threatened, settlement reached or governmental order or decree relating to such Hazardous Materials, and/or (iv) complying or coming into compliance with all Hazardous Material Laws (including the cost of anyremediationormonitoringrequiredinconnectiontherewith)oranyotherRequirementofLaw; provided,however,thatBorrowershallhavenoobligationsunderthisSection11.5(c)withrespect to claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses to the extentarisingoutofthegrossnegligenceorwillfulmisconductoftheIndemnitee.Theobligations of Borrower under this Section11.5(c)shall be in addition to any and all other obligations and liabilities Borrower may have to the Agent or any of the Lenders at common law or pursuant to any other agreement.

11.6Notices.

(a)Except as expresslyprovided otherwise in this Agreement (and except as providedinclause(b)below),allnoticesandothercommunicationsprovidedtoanypartyhereto under this Agreement or any other Loan Document shall be in writing and shall be given by personal delivery, by mail, by reputable overnight courier, by facsimile or by electronic communication(includingemail)addressedordeliveredtoitatitsaddress,facsimilenumberor e-mailaddresssetforthonAnnexIVoratsuchotheraddress,facsimilenumberore-mailaddress as may be designated by such party in a notice to the other parties that complies as to delivery with the terms of this Section11.6or, except as to payment demands or other notices to or communications with Borrower (as to which notices will be given by one of the methods specifiedabove),postedtoanE-System setupby or atthedirection of theAgent(as setforth

below).Any notice, if personally delivered or if mailed and properly addressed with postage prepaid and sent by registered or certified mail, shall be deemed given when received or when deliveryisrefused;anynotice,ifgiventoareputableovernightcourierandproperlyaddressed, shall be deemed given two (2) Business Days after the date on which it was sent, unless it is actually received sooner by the named addressee; and any notice, if transmitted by facsimile, shall be deemed given when received.The Agent may, but, except as specifically provided herein,shallnotberequiredto,takeanyactiononthebasisofanynoticegiventoitbytelephone, but the giver of any such notice shall promptly confirm such notice in writing or by facsimile, and such notice will not be deemed to have been received until such confirmation is deemed received in accordance with the provisions of this Sectionset forth above.If such telephonic notice conflicts with any such confirmation, the terms of such telephonic notice shall control. Any notice given by the Agent or any Lender to Borrower shall be deemed to be a notice to all of the Loan Parties.

(b)Notices and other communications provided to the Agent and the Lenders partyheretounderthisAgreementoranyotherLoanDocumentmaybedeliveredorfurnishedby electronic communication (including email and Internet or intranet websites) pursuant to procedures approved by the Agent.Notices and other communications provided to Borrower under this Agreement or any other Loan Document may be delivered or furnished by electronic communication (including email) to the email addresses set forth for Borrower in Annex IVpursuanttoSection11.6(a).TheAgentorBorrowermay,initsdiscretion,agreetoacceptnotices andothercommunicationstoithereunderbyelectroniccommunications(includingemailandany E-System)pursuanttoproceduresapprovedbyit.Unlessotherwiseagreedtoinawritingbyand among the parties to a particular communication, (i) notices and other communications sent to an emailaddressshallbedeemedreceiveduponthesender’sreceiptofanacknowledgmentfromthe

intendedrecipient(suchasbythe“returnreceiptrequested”function,returnemail,orotherwritten acknowledgment) and (ii) notices and other communications posted to any E-System shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (i) of notification that such notice or other communication is available and identifying the website address therefore.

11.7[Reserved].

11.8SuccessorsandAssigns;Participations;Assignments.

(a)This Agreement shall be binding upon and shall inure to the benefit of Borrower and the Lenders and their respective successors and assigns.

(b)TheforegoingshallnotauthorizeanyassignmentbyBorrowerofitsrights or duties hereunder, and, except as otherwise provided herein, no such assignment shall be made (or be effective) without the prior written approval of the Lenders.

(c)No Lender may at any time assign or grant participations in such Lender’s rights and obligations hereunder and under the other Loan Documents except by way of (i) an assignment to any Eligible Assignee in accordance with clause (d) of this Section11.8, (ii) a participation in accordance with the provisions of clause (e) of this Section11.8, or (iii) a pledge

orassignmentofasecurityinterestsubjecttotherestrictionsofclause(g)ofthisSection11.8(and any other attempted assignment or transfer by any Lender shall be deemed to be null and void).

(d)Each assignment by a Lender of all or any portion of its rights and obligationshereunderandundertheotherLoanDocuments,shallbesubjecttothefollowingterms and conditions:

(i)eachsuchassignmentshallbemadeonaproratabasis,andshallbe inaminimumamountofthelesserof(x)FiveMillionDollars($5,000,000)orsuchlesser amountastheAgentshallagreeand(y)theentireremainingamountofassigningLender’s aggregate interest in the Revolving Credit; provided however that, after giving effect to such assignment, in no event shall the entire remaining amount (if any) of assigning Lender’s aggregate interest in the Revolving Credit be less than $5,000,000;

(ii)thepartiestoanyassignmentshallexecuteanddelivertotheAgent anAssignmentAgreementsubstantially(asdeterminedbytheAgent)intheformattached hereto as ExhibitJ(with appropriate insertions acceptable to the Agent), together with a processingandrecordationfeeintheamount,ifany,requiredassetforthintheAssignment Agreement; and

(iii)the assigning Lender shall deliver to Borrower and the Agent a completedQualifiedPurchaserCertificateexecutedbytheassigneefive(5)BusinessDays priortothedateoftheproposedassignment.SolongasnoEventofDefaultunderSection8.1(a), (b), (g)or (h)has occurred and is continuing, if Borrower notifies the Agent in writing at least two (2) Business Days prior to the proposed date of assignment that Borrower in good faith believes that such assigneeis not a Qualified Purchaser, then such Lender may not assign all or any part of such Lender’s rights or obligations hereunder to such party.

Until the Assignment Agreement becomes effective in accordance with its terms and is recorded in the Register maintained by the Agent under clause (h) of this Section11.8, and the Agent has confirmed that the assignment satisfies the requirements of this Section11.8, Borrower and the Agent shall be entitled to continue to deal solely and directly with the assigning Lender in connection with the interest so assigned.From and after the effective date of each Assignment Agreement that satisfies the requirements of this Section11.8, the assignee thereunder shall be deemed to be a party to this Agreement, such assignee shall have the rights and obligations of a Lender under this Agreement and the other Loan Documents (including the right to receive fees payable hereunder in respect of the period following such assignment) and the assigning Lender shall relinquish its rights and be released from its obligations under this Agreement and the other Loan Documents.

Upon request, Borrower shall execute and deliver to the Agent, new Note(s) payable to the assignee in an amount equal to the amount assigned to the assigning Lender pursuant to such AssignmentAgreement,andwithrespecttotheportionoftheObligationsretainedbytheassigning Lender, to the extent applicable, new Note(s) payable to the order of the assigning Lender in an amount equal to the amount retained by such Lender hereunder.The Agent, the Lenders and BorroweracknowledgesandagreesthatanysuchnewNote(s)shallbegiveninrenewaland

replacement of the Notes issued to the assigning lender prior to such assignment and shall not effect or constitute a novation or discharge of the Obligations evidenced by such prior Note, and each such new Note may contain a provision confirming such agreement.

(e)Borrower and the Agent acknowledge that each of the Lenders may at any timeandfromtimetotime,subjecttothetermsandconditionshereof,grantparticipationsinsuch Lender’s rights and obligations hereunder (on a pro rata basis only) and under the other Loan Documents to any Person (other than (w) a Person that is not a Qualified Purchaser, (x) a Disqualified Institution, (y) a natural person or (z) Borrower or any of Borrower’s Affiliates or Subsidiaries);providedthatanyparticipationpermittedhereundershallcomplywithallapplicable lawsandshallbesubjecttoaparticipationagreementthatincorporatesthefollowingrestrictions:

(i)such Lender shall remain the holder of its Notes hereunder (if such Notes are issued), notwithstanding any such participation;

(ii)aparticipantshallnotreassignortransfer,orgrantanysub-participations in its participation interest hereunder or any part thereof;

(iii)such Lender shall retain the sole right and responsibility to enforce the obligations of the Loan Parties relating to the Notes and the other Loan Documents, includingtherighttoproceedagainstanySubsidiaryGuarantors,orcausetheAgenttodo so (subject to the terms and conditions hereof), and the right to approve any amendment, modification or waiver of any provision of this Agreement without the consent of the participant(unlesssuchparticipantisanAffiliateofsuchLender),exceptforthosematters requiring the consent of each of the Lenders or each of the affected Lenders underSection11.10(b)(i)- (iii)(provided that a participant may exercise approval rights over such matters only on an indirect basis, acting through such Lender and the Loan Parties, the Agent and the other Lenders may continue to deal directly with such Lender in connection with such Lender’s rights and duties hereunder).Notwithstanding the foregoing,however,inthecaseofanyparticipationgrantedbyanyLenderhereunder,the participant shall not have any rights under this Agreement or any of the other Loan DocumentsagainsttheAgent,anyotherLenderoranyLoanParty;provided,howeverthat theparticipantmayhaverightsagainstsuchLenderinrespectofsuchparticipationasmay

besetforthintheapplicableparticipationagreementandallamountspayablebytheLoan Parties hereunder shall be determined as if such Lender had not sold such participation. EachsuchparticipantshallbeentitledtothebenefitsofArticle3ofthisAgreementtothe same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause(d)ofthisSection11.8,providedthatnoparticipantshallbeentitledtoreceiveany greateramountpursuanttosuchtheprovisionsofArticle3thantheissuingLenderwould have been entitled to receive in respect of the amount of the participation transferred by such issuing Lender to such participant had no such transfer occurred and each such participant shall also be entitled to the benefits of Section8.6hereof as though it were a Lender,providedthatsuchparticipantagreestobesubjecttoSection9.3asthoughitwere a Lender; and

(iv)each participant shall provide the relevant tax form required under

Section 11.13.

Inaddition,withrespecttoanyparticipation,theLendergrantingtheparticipationshalldeliverto Borrower and the Agent a completed Qualified Purchaser Certificate executed by the proposed participant five (5) Business Days prior to the date of the proposed participation.So long as no Event of Default has occurred that remains uncured or unwaived, if Borrower notifies the Agent inwritingatleasttwo(2)BusinessDayspriortotheproposeddateofparticipationthatBorrower ingoodfaithbelievesthatsuchproposedparticipantisnotaQualifiedPurchaser,thensuchLender may not participate all or any part of such Lender’s rights or obligations hereunder to such party.

(f)EachLenderthatsellsaparticipationshall,actingsolelyforthispurposeas an agent of Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Revolving Credit or other Obligations under the Loan Documents (the “Participant Register”); providedthat no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except (i) Borrower or (ii) to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section5f.103-1(c) of the United States Treasury Regulations.The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstandinganynoticetothecontrary.Fortheavoidanceofdoubt,theAgent(initscapacity as Agent) shall have no responsibility for maintaining a Participant Register.

(g)AnyLendermayatanytimepledgeorassignasecurityinterestinallorany portionofitsrightsunderthisAgreement(includingitsNotes,ifany)tosecureobligationsofsuch Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledge or assignee for such Lender as a party hereto.

(h)Borrower hereby designates the Agent, and the Agent agrees to serve, as Borrower’s non-fiduciary agent solely for purposes of this Section11.8(h)to maintain at its principal office in the United States a copy ofeach Assignment Agreement delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders, the Percentages of such Lenders and the principal amount of each type of Advance owing to each such Lenderfromtime to time.The entries in the Register shall be conclusive evidence, absent manifest error, and Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Advances recorded therein for all purposes of this Agreement.TheRegistershallbeavailableforinspectionbyBorroweroranyLender(butonly

withrespecttoanyentryrelatingtosuchLender’sPercentagesandtheprincipalamountsowing to such Lender) upon reasonable notice to the Agent and a copy of such information shall be provided to any such party on their prior written request.The Agent shall give prompt written notice to Borrower of the making of any entry in the Register or any change in such entry.

(i)BorrowerauthorizeseachLendertodisclosetoanyprospectiveassigneeor participant which has satisfied the requirements hereunder, any and all financial information in such Lender’s possession concerning the Loan Parties which has been delivered to such Lender pursuanttothisAgreement,providedthateachsuchprospectiveassigneeorparticipantshall

execute a confidentiality agreement consistent with the terms of Section11.11or shall otherwise agree to be bound by the terms thereof.

(j)Nothing in this Agreement, the Notes or the other Loan Documents, expressedorimplied,isintendedtoorshallconferonanyPersonotherthantherespectiveparties hereto and thereto and their successors and assignees and participants permitted hereunder and thereunderanybenefitoranylegalorequitableright,remedyorotherclaimunderthisAgreement, the Notes or the other Loan Documents.

11.9Counterparts.This Agreement may be executed in several counterparts, and each executed copy shall constitute an original instrument, but such counterparts shall together constitute but one and the same instrument.

11.10AmendmentandWaiver.

(a)ExceptasotherwisesetforthinthisSection11.10,noamendmentorwaiver ofanyprovisionofthisAgreementoranyotherLoanDocument,norconsenttoanydepartureby any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent and the Majority Lenders (or by the Agent at the written request of the Majority Lenders) or, if this Agreement expressly so requires with respect to the subject matter thereof,byallLenders(and,withrespecttoanyamendmentstothisAgreementortheotherLoan Documents,byanyLoanPartyortheSubsidiaryGuarantorsthataresignatoriesthereto),andthen suchwaiverorconsentshallbeeffectiveonlyinthespecificinstanceandforthespecificpurpose forwhichgiven.AllreferencesinthisAgreementto“Lenders”or“theLenders”shallrefertoall Lenders, unless expressly stated to refer to Majority Lenders (or the like).

(b)Notwithstandinganythingtothecontraryherein:

(i)noamendment,waiverorconsentshallextend,orincreasethestated amount of, any Lender’s commitment hereunder without such Lender’s consent;

(ii)noamendment,waiverorconsentshall,unlessinwritingandsigned by the Lender or Lenders holding Obligations directly affected thereby, do any of the following:

(A)forgive or reduce the principal of, or interest on, any outstanding Obligations or any Fees or other amounts payable hereunder;

(B)postpone,extendordelayanydatefixedforanypaymentof principal of, or interest on, any outstanding Obligations or any Fees or other amounts payable hereunder (including, for the avoidance of doubt, the provisions of Section 2.10(b)); and

(C)change any of the provisions of this Section11.10or the definitions of “Majority Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder;

(iii)noamendment,waiverorconsentshall,unlessinwritingandsigned by all Lenders, do any of the following:

(A)except as expressly permitted hereunder or under the other LoanDocuments,releaseanymaterialguarantyprovidedbyanyPersoninfavorof the Agent and the Lenders, provided however that the Agent shall be entitled, without notice to or any further action or consent of the Lenders, to release any guaranty to the extent expressly permitted in this Agreement or any of the other LoanDocuments(whetherinconnectionwiththesale,transferorotherdisposition of the applicable Subsidiary Guarantor or otherwise);

(B)amend, modify or waive any condition precedent to any AdvancesetforthArticle4(including,withoutlimitation,thewaiverofanexisting Default or Event ofDefault required to bewaived in order for such Advance to be made); or

(C)modify the pro rata sharing provisions of Section 9.3;

(iv)anyamendment,waiverorconsentthatwill(A)reducetheprincipal of, or interest on, the Swing Line Note, (B) postpone any date fixed for any payment of principalof,orintereston,theSwingLineNoteor(C)otherwiseaffecttherightsandduties oftheSwingLineLenderunderthisAgreementoranyotherLoanDocument,shallrequire the written concurrence of the Swing Line Lender; and

(v)any amendment, waiver, or consent that will affect the rights or duties of the Agent (in its capacity as Agent) under this Agreement or any other Loan Document, shall require the written concurrence of the Agent.

(c)Notwithstandinganythingtothecontraryherein,noDefaultingLendershall have any right to approve or disapprove of any amendment, consent, waiver or any other modification to any Loan Document (and all amendments, consents, waivers and other modificationsmaybeeffectedwithouttheconsentoftheDefaultingLenders)andsuchDefaulting Lender’s Revolving Credit Commitment Amount and Revolving Credit Percentage of any outstanding Advances shall be excluded from the numerator and denominator in making any determination of the Majority Lenders or any other determination under any Loan Document of thenumberorpercentageofLendersrequiredtowaive,amendormodifyanyrightsthereunderor makeanydeterminationorgrantanyconsentthereunder,exceptthattheforegoingshallnotpermit, ineachcasewithoutsuchDefaultingLender’sconsent,(i)anincreaseinsuchDefaultingLender’s stated commitment amounts, (ii) the waiver, forgiveness or reduction of the principal amount of any Obligations owing to such Defaulting Lender (unless all other Lenders affected thereby are treated similarly), (iii) the extension of the final maturity date(s) of such Defaulting Lender’s portion of any of the Obligations or the extension of any commitment to extend credit of such DefaultingLender,or(iv)anyothermodificationwhichrequirestheconsentofallLendersorthe Lender(s) affected thereby which affects such Defaulting Lender more adversely than the other affected Lenders generally (other than a modification which results in a reduction of such

DefaultingLender’sPercentageoftheRevolvingCreditAggregateCommitmentorrepaymentof any amounts owing to such Defaulting Lender on a non-pro-rata basis).

(d)The Agent shall, upon the written request of Borrower, and the Lenders herebyirrevocablyauthorizetheAgentto,executeanddelivertotheLoanPartiessuchdocuments as may be necessary to evidence the release of any Person from its obligations under the Loan Documents (including the Subsidiary Guaranty) if all of the Equity Interests of such Person that wereheldbyaLoanPartyaresoldorotherwisetransferredtoanytransfereeotherthanBorrower or a Subsidiary of Borrower as part of or in connection with any disposition (whether by sale, by merger or by any other form of transaction) permitted in accordance with the terms of this Agreement.

(e)Notwithstanding anything to the contrary herein the Agent may amend, modifyorsupplementthisAgreementoranyoftheotherLoanDocuments(i)withouttheconsent of Borrower or any Lender, to make Conforming Changes in accordance with Section2.6)(f)or 3.11, as applicable, (ii) with the consent of Borrower only, to cure any ambiguity, omission, mistake, defect or inconsistency, (iii) with the consent of Borrower, the Swing Line Lender and the Extending Lenders only, to give effect to any Extension in accordance with Section 2.12and

(iv)withtheconsentofBorrower,theSwingLineLenderandtheExtendingLendersonly,togive effect to any Commitment Increase in accordance with Section 2.13.

(f)Notwithstanding the foregoing, no amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with thisSection11.10shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment and restatement, shall have no commitment or other obligation to maintain or extend credit under this Agreement (as so amended and restated), and (ii) which, substantiallycontemporaneouslywiththeeffectivenessofsuchamendmentandrestatement,shall havereceivedpaymentinfullofallObligations(otherthanamountsinrespectofindemnification, expense reimbursement, yield protection or tax gross-up and other contingent obligations with respecttowhichnoclaimhasbeenmade)owingtosuchLenderundertheLoanDocuments(other than any Obligations owing to such Lender in connection with Lender Products or under any Hedging Agreement).From and after the effectiveness of any such amendment and restatement, any such Lender shall be deemed to no longer be a “Lender” hereunder or a party hereto, except that any such Lender shall retain the benefits of indemnification provisions hereof which, by the terms hereof would survive the termination of this Agreement.

(g)[Reserved].

(h)The Agent and the Lenders hereby irrevocably agree that any Person shall beautomaticallyreleasedfromitsobligationsundertheLoanDocuments(includingtheSubsidiary Guaranty) if all of the Equity Interests of such Person that were held by a Loan Party are sold or otherwisetransferredtoanytransfereeotherthanBorroweroraSubsidiaryofBorroweraspartof orinconnectionwithanydisposition(whetherbysale,bymergeroranyotherformoftransaction) permitted by this Agreement.

11.11Confidentiality.

(a)Each Lender agrees that it will keep confidential (and direct and cause its officers, directors, employees, agents, representatives, legal counsel, accountants, auditors and other service providers (each, a “Representative”) to keep confidential),and not disclose without

the prior consent of Borrower, any information relating to Borrower or any of its Affiliates (including its Subsidiaries and the CIM Funds) that it receives from or on behalf of Borrower or any of Borrower’s Affiliates, together with analyses, compilations, studies or other documents preparedbysuchLenderoritsRepresentativeswhichcontainorotherwisereflectsuchinformation or its review of Borrower or otherwise concerning the credit facility evidenced by the Loan Documents (collectively, the “Information”).

(b)Notwithstanding the provisions of Section11.11(a), the Agent and each Lender may disclose any such Information to (i) any of the other Lenders, (ii) such of its Representatives as need to know such Information in connection with the preparation, execution, delivery,administration,performance,modification,amendmentorenforcement(whetherthrough negotiations,legalproceedingsorotherwise)ofthisAgreementandtheotherLoanDocuments,or legal advice in respect thereof (provided that such Lender shall inform each such Person of the confidential nature of such Information and direct and cause such Person to treat the Information confidentially), (iii) any federal, state or foreign government agency in the exercise of its general regulatory or supervisory authority over the Agent or any Lender, whether as part of any audit or examination or otherwise, without any restriction, (iv) any Person and in any proceeding to the extent required by any Requirement of Law or by any subpoena or similar legal process or otherwise necessary in the judgment of the Agent or such Lender to protect its interests in connection with any claim or dispute in which it is involved (provided that (A) prior to such disclosure,iflegallypermissible,theAgentorsuchLender,totheextentpermittedbylaw,informs BorrowerofsuchrequestandallowsBorrowertocontestsuchproduction,orseekanappropriate protective order, other appropriate remedy or reliable assurance that the Information will be accordedconfidential treatment, and(B)intheeventthatsuchprotectiveorder,otherappropriate remedy or reliable assurance of confidential treatment is not obtained, the Agent or such Lender shall furnish only that portion of the Information which it is advised by its counsel is legally required to be disclosed and shall exercise diligent efforts, at Borrower’s sole expense, to obtain reasonableassurancethatconfidentialtreatmentwillbeaccordedtoanyInformationsoreleased), and(v)toanyprospectiveassigneeorparticipantinaccordancewithSection11.8(i)(providedthat

(A)priortosuchdisclosureeachsuchprospectiveassigneeorparticipantshallexecuteanddeliver to Borrower a confidentiality agreement in favor of Borrower substantially in the form of this Section11.11and (B) no Information shall be disclosed to any Person that constitutes a Disqualified Institution at the time of such disclosure without Borrower’s prior written consent).

(c)TheprovisionsofSection11.11(a)shallnotapplytoanyInformationtothe extentthatsuchInformation(i)hasbecomegenerallyavailabletothepublicotherthanasaresult of a breach of this Section11.11, (ii) has been lawfully obtained by the Agent or a Lender on a non-confidential basis from a third party not known to be in breach of a duty (legal, fiduciary, contractual or otherwise) of confidentiality to Borrower or any of its Affiliates, (iii) is or was available to the Agent or a Lender on a non-confidential basis from such a source prior to its disclosure by Borrower or any of its Affiliates, or (iv) is or was developed independently by the Agent, a Lender or one of their Representatives without use of the Information.

(d)The Agent and each Lender agrees that (i) it shall use, and shall direct and causeitsRepresentativestouse,anyInformationsolelyforpurposesofthepreparation,execution, delivery,administration,performance,modification,amendmentorenforcement(whetherthrough negotiations, legal proceedings as otherwise) of this Agreement, the other Loan Documents and

anyHedgingAgreementtowhichtheAgentoranyLenderisaparty,orlegaladviceinrespectof itsrightsandresponsibilitieshereunderandthereunderorforothervalidinternalbusinesspurposes (provided that the Information may not be used by any such Person for the purpose of providing

services to a customer other than Borrower or its Affiliates), (ii) it shall be responsible for any breachofthisSection11.11byitsrespectiveRepresentativesand(iii)moneydamagesmaynotbe a sufficient remedy for breach of this Section11.11and that, in addition to all other remedies available at law or in equity, Borrower shall be entitled to seek equitable relief, including injunctionandspecificperformance,withoutproofofactualdamages,andshallnotberequiredto post bond or other security as a condition of obtaining such relief.

11.12SubstitutionorRemovalofLenders.

(a)WithrespecttoanyLender(i)whoseobligationtomakeTermSOFR Advances has been suspended pursuant to Section 3.3or Section 3.4,

(i)thathasdemandedcompensationunderSection 3.5,Section 3.6or

Section 3.10,

(ii)thathasbecomeaDefaultingLender,or(iv)thathasfailedto

consent to a requested amendment, waiver or modification to any Loan Document as to whichtheMajorityLendershavealreadyconsented(ineachcase,an“AffectedLender”), thentheAgentorBorrowermay,atBorrower’ssoleexpense,requiretheAffectedLender tosellandassignallofitsinterests,rightsandobligationsunderthisAgreement,including its Revolving Credit Commitment Amount, to one or more assignees (which may be one or more of the other Lenders) (such assignee(s) shall be referred to herein as the “Purchasing Lender” or “Purchasing Lenders”) within two (2) Business Days after receiving notice from the Agent or Borrower requiring it to do so, for an aggregate price equaltothesumoftheportionofallAdvancesmadebyit,interestandfeesaccruedforits accountthroughbutexcludingthedateofsuchpayment,andallotheramountspayableto ithereunder,fromthePurchasingLenders(totheextentofsuchoutstandingprincipaland accrued interest and fees) or Borrower (in the case of all other amounts, including, if demanded by the Affected Lender, the amount of any compensation that is due to the AffectedLenderunderSections3.1,3.5,3.6and3.10tobutexcludingsaiddate),payable in cash in immediately available funds.The Affected Lender, as assignor, each such Purchasing Lender, as assignee, Borrower and the Agent shall enter into an Assignment Agreement pursuant to Section11.8, whereupon each such Purchasing Lender shall be a Lender party to this Agreement, shall be deemed to be an assignee hereunder and shall havealltherightsandobligationsofaLenderwithaRevolvingCreditPercentageequalto its ratable share of the then applicable Revolving Credit Aggregate Commitment of the Affected Lender; provided, however, that if the Affected Lender does not execute such AssignmentAgreementwithintwo(2)BusinessDaysofitsreceiptthereof,theAgentmay executetheAssignmentAgreementastheAffectedLender’sattorney-in-fact.Eachofthe Lenders hereby irrevocably constitutes and appoints the Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full powerandauthority,inthenameofsuchLenderorinitsownname,toexecuteanddeliver the Assignment Agreement while such Lender is an Affected Lender hereunder (such powerofattorneytobedeemedcoupledwithaninterestandirrevocable).Inconnection

with any assignment pursuant to this Section11.12, Borrower or the Purchasing Lender shallpaytotheAgenttheadministrativefeeforprocessingsuchassignmentreferredtoin Section 11.8.

(b)IfanyLenderisanAffectedLenderofthetypedescribedinclauses(ii),

(iii) or (iv) of Section11.12(a)(any such Lender, a “Non-Compliant Lender”), Borrower may, with the prior written consent of the Agent (not to be unreasonably withheld, delayed or

conditioned),andnotwithstandingSection9.3ofthisAgreementoranyotherprovisionrequiring proratapaymentstotheLenders,electto(i)reducetheRevolvingCreditAggregateCommitment by an amount equal to the Non-Compliant Lender’s Percentage of such Revolving Credit AggregateCommitmentand(ii)repaysuchNon-CompliantLenderanamountequaltheprincipal amount of all Advances owing to it, all interest and fees accrued for its account through but excludingthedateofsuchrepayment,andallotheramountspayabletoithereunder(including,if demanded by the Non-Compliant Lender, the amount of any compensation that is due to such Non-Compliant Lender under Sections3.1, 3.5, 3.6and 3.10to but excluding said date), payable in cash in immediately available funds, so long as, after giving effect to the termination of such Revolving Credit Commitment Amount and the repayments described in this clause (b), any FrontingExposureofsuchNon-CompliantLendershallbereallocatedamongtheLendersthatare notNon-CompliantLendersinaccordancewiththeirrespectivePercentages,butonlytotheextent that the sum of the aggregate principal amount of all Revolving Credit Advances made by each such Lender, plus such Lender’s Percentage of the aggregate outstanding principal amount of SwingLineAdvancespriortogivingeffecttosuchreallocationplussuchLender’sPercentageof the Fronting Exposure to be reallocated does not exceed such Lender’s Percentage of the Revolving Credit Aggregate Commitment, and with respect to any portion of the Fronting Exposure that may not be reallocated, Borrower shall deliver to the Agent, for the benefit of the SwingLineLender,cashcollateralorothersecuritysatisfactorytotheAgentwithrespectanysuch remaining Fronting Exposure.

11.13WithholdingTaxes.

(a)Any Lender that is entitled to an exemption from or reduction of withholding Taxes with respect to payments made under any Loan Document shall deliver to BorrowerandtheAgent,atthetimeortimesreasonablyrequestedbyBorrowerortheAgent,such properly completed and executed documentation reasonably requested by Borrower or the Agent aswillpermitsuchpaymentstobemadewithoutwithholdingoratareducedrateofwithholding. Inaddition,anyLender,ifreasonablyrequestedbyBorrowerortheAgent,shalldeliversuchother documentationprescribedbyapplicablelaworreasonablyrequestedbyBorrowerortheAgentas will enable Borrower or the Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections11.13(a)(i), (ii)and (iv)below) shall not be requiredifintheLender’sreasonablejudgmentsuchcompletion,executionorsubmissionwould subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Withoutlimitingthegeneralityoftheforegoing,intheeventthatBorrowerisaU.S.

Person,

(i)any Lender that is a U.S. Person shall deliver to Borrower and the Agent, on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or theAgent),executedoriginalsofIRSFormW-9certifyingthatsuchLenderisexemptfrom

U.S. federal backup withholding tax;

(ii)anyForeignLendershall,totheextentitislegallyentitledtodoso, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Lender becomes a Lender under

thisAgreement(andfromtimetotimethereafteruponthereasonablerequestofBorrower or the Agent), whichever of the following is applicable:

(A)in the case of a Foreign Lender claiming the benefits of an incometaxtreatytowhichtheUnitedStatesisaparty(x)withrespecttopayments ofinterestunderanyLoanDocument,executedoriginalsofIRSFormW-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuanttothe“interest”articleofsuchtaxtreatyand(y)withrespecttoanyother applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Taxes pursuant to the “business profits” or “other income” article of such tax treaty;

(B)executed originals of IRS Form W-8ECI;

(C)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section881(c) of the Code, (x) a certificate substantially in the form of ExhibitK-1to the effect that such Foreign Lender is nota“bank”withinthemeaningofSection881(c)(3)(A)oftheCode,a“10percent shareholder” of a Borrower within the meaning of Section881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section881(c)(3)(C) of theCode(a“U.S.TaxComplianceCertificate”)and(y)executedoriginalsofIRS Form W-8BEN-E; or

(D)to the extent a Foreign Lender is not the beneficial owner, executedoriginalsofIRSFormW-8IMY,accompaniedbyIRSFormW-8ECI,IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of ExhibitK-2or ExhibitK-3, IRS Form W-9, and/or other certification documents fromeachbeneficialowner,asapplicable;providedthatiftheForeignLenderisa partnership and one or more direct or indirect partners of such Foreign Lender are claimingtheportfoliointerestexemption,suchForeignLendermayprovideaU.S. Tax Compliance Certificate substantially in the form of ExhibitK-4on behalf of each such direct and indirect partner;

(iii)anyForeignLendershall,totheextentitislegallyentitledtodoso, deliver to Borrower and the Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Foreign Lender becomes a Lender under thisAgreement(andfromtimetotimethereafteruponthereasonablerequestofBorrower ortheAgent),executedoriginalsofanyotherformprescribedbyapplicablelawasabasis

for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicablelawtopermitBorrowerortheAgenttodeterminethewithholdingordeduction required to be made; and

(iv)if a payment made to the Agent or a Lender under any Loan Document would be subject to U.S. federal withholding Taxes imposed by FATCA if the AgentorsuchLenderweretofailtocomplywiththeapplicablereportingrequirementsof FATCA (including those contained in Section1471(b) or 1472(b) of the Code, as applicable), the Agent or such Lender shall deliver to Borrower and the Agent at the time ortimesprescribedbylawandatsuchtimeortimesreasonablyrequestedbyBorroweror the 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 Borrower or the Agent as may be necessary for Borrower and the Agent to comply with their obligations under FATCA and to determine that the Agent or such Lender has complied with the Agent’s or such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(b)Each Lender agrees that if any formor certification it previously delivered expiresorbecomesobsoleteorinaccurateinanyrespect,itshallupdatesuchformorcertification or promptly notify Borrower and the Agent in writing of its legal inability to do so.

(c)Promptly upon notice from the Agent of any determination by the Internal Revenue Service that any payments previously made to such Lender hereunder were subject to United States income tax withholding when made (or subject to withholding at a higher rate than that applied to such payments), such Lender shall pay to the Agent the excess of the aggregate amount required to be withheld from such payments over the aggregate amount (if any) actually withheldbytheAgentorBorrower,providedthat,followinganysuchpayment,suchLendershall retain all of its rights and remedies against Borrower with respect thereto.

For purposes of this Section 11.13, the term“applicable law” includes FATCA.

11.14WAIVEROFJURYTRIAL.THELENDERS,THEAGENTANDBORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTORANY COURSEOFCONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTION OF ANY OF THEM.NEITHER THE LENDERS, THE AGENT NOR BORROWER SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITHANYOTHERACTIONINWHICHAJURYTRIALCANNOTBEORHASNOTBEEN WAIVED.THESEPROVISIONSSHALLNOTBEDEEMEDTOHAVEBEENMODIFIED IN ANY RESPECT OR RELINQUISHED BY THE LENDERS AND THE AGENT OR BORROWER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL OF THEM.

11.15USAPatriotActandBeneficialOwnershipNotice.PursuanttoSection326ofthe USA Patriot Act and the Beneficial Ownership Regulation, the Agent and the Lenders hereby notifytheLoanPartiesthatiftheyoranyoftheirSubsidiariesopenanaccount,includinganyloan, depositaccount,treasurymanagementaccount,orotherextensionofcreditwiththeAgentorany Lender, the Agent or the applicable Lender will request the applicable Person’s name, tax identification number, business address and other information necessary to identify such Person (and may request such Person’s organizational documents or other identifying documents) to the extentnecessaryfortheAgentandtheapplicableLendertocomplywiththeUSAPatriotActand the Beneficial Ownership Regulation.

11.16Complete Agreement; Conflicts.This Agreement, the Notes (if issued), the other Loan Documents and any Requests for Revolving Credit Advance and Requests for Swing Line Advance contain the entire agreement of the parties hereto, superseding all prior agreements, discussions and understandings relating to the subject matter hereof and thereof, and none of the parties shall be bound by anything not expressed in writing.In the event of any conflict between thetermsofthisAgreementandthetermsofotherLoanDocuments,thetermsofthisAgreement shall govern.

11.17Severability.In case any one or more of the obligations of the Loan Parties under this Agreement, the Notes or any of the other Loan Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of the Loan Parties in such jurisdiction shall not in any way be affected or impaired thereby, and the invalidity, illegality or unenforceability of any one or more of the obligations of the Loan Parties under this Agreement, the Notes or any of the other Loan Documents in one jurisdiction shall not affect the validity, legality or enforceability of such obligations of the Loan Parties in any other jurisdiction.

11.18Table of Contents and Headings.The table of contents and the headings of the various subdivisions hereof are for convenience of reference only and shall in no way modify or affect any of the terms or provisions hereof.

11.19Construction of Certain Provisions.If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibitedfromtaking,suchprovisionshallbeapplicablewhethersuchactionistakendirectlyor indirectly by such Person, whether or not expressly specified in such provision.

11.20IndependenceofCovenants.Eachcovenanthereundershallbegivenindependent effect(subjecttoanyexceptionsstatedinsuchcovenant)sothatifaparticularactionorcondition isnotpermittedbyanysuchcovenant(takingintoaccountanysuchstatedexception),thefactthat itwouldbepermittedbyanexceptionto,orwouldotherwisebewithinthelimitationsof,another covenant shall not avoid the occurrence of a Default or an Event of Default.

11.21Electronic Transmissions.

(a)Each of the Agent, the Lenders, the Loan Parties, and each of their respective Affiliates is authorized (but not required) to transmit, post or otherwise make or communicate,initssolediscretion,ElectronicTransmissionsinconnectionwithanyLoan

Documentandthetransactionscontemplatedtherein.BorrowerandeachotherLoanPartyhereby acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and thattherearerisksassociatedwithsuchuse,includingrisksofinterception,disclosureandabuse, and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b)All uses of an E-Systemshall be governed by and subject to, in addition to Section11.6and this Section11.21, separate terms and conditions posted or referenced in such E-System and related contractual obligations executed by the Agent, the Lenders and the Loan Parties in connection with the use of such E-System.

(c)All E-Systems and Electronic Transmissions shall be provided “as is” and “as available”.None of the Agent or any of its Affiliates, nor Borrower or any of its respective Affiliates warrants the accuracy, adequacy or completeness of any E-Systems or Electronic Transmission,andeachdisclaimsallliabilityforerrorsoromissionstherein.Nowarrantyofany kindismadebytheAgentoranyofitsAffiliates,orbyBorroweroranyofitsrespectiveAffiliates, in connection with any E-System or Electronic Transmission, including any warranty of merchantability,fitnessforaparticularpurpose,non-infringementofthird-partyrightsorfreedom from viruses or other code defects.The Agent, the Lenders, Borrower and its Subsidiaries agree thattheAgenthasnoresponsibilityformaintainingorprovidinganyequipment,software,services or any testing required in connection with any Electronic Transmission or otherwise required for

any E-System.The Agent and the Lenders agree that Borrower has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

11.22Reliance on and Survival of Provisions.All of the terms, covenants, agreements, representationsandwarrantiesoftheLoanPartiessetforthinthisAgreementorinanyoftheother LoanDocuments,orinanycertificate,report,financialstatementorotherdocumentfurnishedby or on behalf of any Loan Party in connection with this Agreement or any of the other Loan Documents, shall be deemed to have been relied upon by the Agent and the Lenders notwithstanding anyinvestigationheretoforeor hereafter made by the Agent or anyLender or on the Agent’s or such Lender’s behalf, and those covenants and agreements of Borrower and the Lenders, as applicable, set forth in Sections3.10, 10.7, 11.5, 11.11and 11.22(together with any otherindemnitiesofanyLoanPartyorLendercontainedelsewhereinthisAgreementorinanyof the other Loan Documents) shall survive the repayment in full of the Obligations and the termination of this Agreement and the other Loan Documents, including any commitment to extend credit thereunder.

11.23Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liabilityofanyAffectedFinancialInstitutionarisingunderanyLoanDocument,totheextentsuch liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicableResolutionAuthoritytoanysuchliabilitiesarisinghereunderwhichmaybepayableto it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if

applicable:

(i)areductioninfullorinpartorcancellation of any such liability;

(ii)aconversionofall,oraportionof,suchliabilityintosharesorother

instrumentsofownershipinsuchAffectedFinancialInstitution,itsparentinstitution,ora 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 the terms of such liability in connection with theexerciseofthewrite-downandconversionpowersoftheapplicableResolutionAuthority.

11.24Acknowledgment Regarding Any Supported QFCs.To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any otheragreementorinstrumentthatisaQFC(suchsupport,“QFCCreditSupport”andeachsuch 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”) inrespectofsuchSupportedQFCandQFCCreditSupport(withtheprovisionsbelowapplicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be

governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transferofsuchSupportedQFCandthebenefitofsuchQFCCreditSupport(andanyinterestand obligation in or under such Supported QFC and such QFC Credit Support, and any rights in propertysecuringsuchSupportedQFCorsuchQFCCreditSupport)fromsuchCoveredPartywill beeffectivetothesameextentasthetransferwouldbeeffectiveundertheU.S.SpecialResolution RegimeiftheSupportedQFCandsuchQFCCreditSupport(andanysuchinterest,obligationand rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent thansuch DefaultRightscouldbeexercisedundertheU.S.SpecialResolutionRegimeiftheSupportedQFC and the Loan Documents were governed by the laws of the United States or a state of the United States.Withoutlimitationoftheforegoing,itisunderstoodandagreedthatrightsandremediesof the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)AsusedinthisSection11.24,thefollowingtermshavethefollowing

meanings:

“BHCActAffiliate”ofapartymeansan“affiliate”(assuchtermisdefinedunder,

andinterpretedinaccordancewith,12U.S.C.1841(k))ofsuchparty. “Covered Entity” means any of the following:

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

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

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

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

“QFC” has the meaning assignedtothe term“qualifiedfinancial contract” in,and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Signatures FollowOn Succeeding Page]

100

WITNESSthedueexecutionhereofasofthedayandyearfirstabovewritten.

CIMGROUPMANAGEMENT,LLC,a

Delawarelimited liabilitycompany, as Borrower

By: /s/ David Thompson

Name: David Thompson

Title: ChiefFinancialOfficer

[SignaturePagetoCreditAgreement]

CITYNATIONAL BANK,

asAgent,SwingLineLenderandaLender

By:/s/ Stephanie Leimbach Name: Stephanie Leimbach

Title: VicePresident

[SignaturePagetoCreditAgreement]

EXHIBIT A

FORMOF REQUESTFORREVOLVING CREDIT ADVANCE

No. Dated: , 20

TO: CityNationalBank,asAgent

RE:Revolving Credit Agreement, dated as of December 30, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), City National Bank, as administrative agent for the Lenders (in such capacity, the “Agent”), and CIM Group Management, LLC, a Delaware limited liability company (“Borrower”).

Pursuant to the terms and conditions of the Credit Agreement, Borrower hereby requests an Advance from the Lenders, as described herein:

(A)Date of Advance:

(B)☐(check if applicable)

The requested Advance is or includes a whole or partial refunding/conversion of: Advance No(s). in the amount(s) of .

Natureof requestedrefunding/conversion:

Conversion of Base Rate Advance(s) to Term SOFR Advance Conversion of Term SOFR Advance(s) to Base Rate Advance RefundingandcontinuationofTermSOFRAdvance(s)assuch

(C)TypeofAdvance (checkonly one):

☐Base Rate Advance ☐TermSOFRAdvance

(D)AmountofAdvance(otherthanarefundingorconversionofanoutstandingAdvance):

(E)InterestPeriod(applicabletoTermSOFRAdvances)

months

(F)Disbursement Instructions

Exhibit A - Page 1

☐City National Bank Account No. ☐Other:

Borrowercertifiesthat,asof therequesteddateof theAdvancedescribed herein:

(a)there shall be no Default or Event of Default in existence (both before and immediately after giving effect to such Advance);

(b)the representations and warranties of the Loan Parties contained in the Credit AgreementandtheotherLoanDocumentsaretrueandcorrectinallmaterialrespectsandshallbe true and correct in all material respects as of the date of the making of the Advance described herein (both before and immediately after giving effect to such Advance) as if made on and as of such date, other than any representation or warranty that expressly speaks only as of a different date, in which case such representation and warranty shall be true and correct in all material respectsasofsuchdifferentdate;providedthatanysuchrepresentationsandwarrantieswhichare qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects;

(c)theproceedsofsuchAdvanceshallbeusedinaccordancewithSections5.14and

6.15of theCredit Agreement;

(d)[Borrower shall be in pro forma compliance with the Financial Covenant set forth in Section 7.8(a)of the Credit Agreement for the four consecutive fiscal quarter period most recentlyendedforwhichfinancialstatementshavebeen(orwererequiredtohavebeen)delivered, calculatedonaproformabasisaftergivingeffecttosuchAdvanceandtheuseofproceedsthereof, but without netting the proceeds thereof; and

(e)since the Closing Date, nothing has occurred which has had, or could reasonably be expected to have, a Material Adverse Effect.]1

Capitalized terms used herein, except as defined to the contrary,havethe meanings given to them in the Credit Agreement.

CIM GROUP MANAGEMENT, LLC, a

Delawarelimitedliability company

By: Name:

Title:

1 NotrequiredforClosingDate Advance.

Exhibit A - Page 2

AgentApproval:

Exhibit A - Page 3

EXHIBIT B

FORMOF REQUESTFOR SWING LINE ADVANCE

No. Dated:

TO: CityNationalBank(“SwingLineLender”)

Pursuant to the terms and conditions of the Credit Agreement, Borrower hereby requests an Advance from the Swing Line Lender, as described herein:

(A)Date of Advance:

(B)Amount of Advance:

(C)Disbursement Instructions

☐City National Bank Account No. ☐Other:

Borrowercertifiesthat,asoftherequesteddateoftheAdvancedescribedherein:

(a)there shall be no Default or Event of Default in existence (both before and immediately after giving effect to such Advance);

qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects;

Exhibit B - Page 1

(c)theproceedsofsuchAdvanceshallbeusedinaccordancewithSections5.14and

6.15of theCredit Agreement;

(d)Borrower shall be in pro forma compliance with the Financial Covenant set forth in Section 7.8(a)of the Credit Agreement for the four consecutive fiscal quarter period most recentlyendedforwhichfinancialstatementshavebeen(orwererequiredtohavebeen)delivered, calculatedonaproformabasisaftergivingeffecttosuchAdvanceandtheuseofproceedsthereof, but without netting the proceeds thereof; and

(e)since the Closing Date, nothing has occurred which has had, or could reasonably be expected to have, a Material Adverse Effect.

Capitalized terms used herein, except as defined to the contrary,havethe meanings given to them in the Credit Agreement.

CIM GROUP MANAGEMENT, LLC, a

Delawarelimitedliability company

By: Name:

Title:

Exhibit B - Page 2

EXHIBIT C

FORMOF REVOLVING CREDIT NOTE

$ , 20

On or before the Maturity Date, FOR VALUE RECEIVED, CIM GROUP MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”) promises to pay to [insert name of applicable financial institution] (“Payee”) at , , care of Agent, in lawful money of the United States of America, so much of the sum of [Insert Amountderived from Percentages] Dollars ($ ), as may from time to time have been advanced toBorrowerbyPayeeas RevolvingCreditAdvancesandthenbeoutstandinghereunderpursuant to the Revolving Credit Agreement, dated as of December 30, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), City National Bank, as administrative agent for the Lenders (in such capacity, the “Agent”), and Borrower.Each of the Revolving Credit Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Credit Agreement or as otherwise determined thereunder, and interest shall be computed, assessed and payable on the unpaid principal amount of each Revolving Credit Advance made by the Payee from the date of such Revolving Credit Advance until paid at the rate and at the times set forth in the Credit Agreement.

ThisNoteisoneofthe“RevolvingCreditNotes”issuedpursuanttotheCreditAgreement, underwhichRevolvingCreditAdvances(includingrefundingsandconversions),repaymentsand readvancesmaybemadefromtimetotime,butonlyinaccordance withthetermsandconditions of the Credit Agreement.This Note evidences borrowings under, is subject to, is secured in accordance with, and may be prepaid, accelerated or matured under, the terms of the Credit Agreement, to which reference is hereby made. Capitalized terms used herein, except as defined to the contrary, shall have the meanings given them in the Credit Agreement.

This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of New York.

ThetermsofthisNotearesubjecttoamendmentonlyinthemannerprovidedintheCredit Agreement.

This Note is subject to restrictions on transfer or assignment as provided in the Credit Agreement.

To the extent any provision of this Note is inconsistent with, or conflicts with, any provision of the Credit Agreement, the Credit Agreement shall control.

Nothinghereinshalllimit anyrightgranted Payee byanyotherinstrumentorbylaw.

Exhibit C - Page 1

Borrowerherebywaivespresentmentforpayment,demand,protestandnoticeofdishonor andnonpaymentofthisNoteandagreethatnoobligationhereundershallbedischargedbyreason of any extension, indulgence, release, or forbearance granted by any holder of this Note to any party now or hereafter liable hereon or any present or subsequent owner of any property, real or personal, which is now or hereafter security for this Note.

* * *

[SIGNATURESFOLLOWONSUCCEEDINGPAGE]

Exhibit C - Page 2

INWITNESSWHEREOF,BorrowerhascausedthisNotetobedulyexecutedand delivered as of the date first written above.

CIM GROUP MANAGEMENT, LLC, a

Delawarelimitedliability company

By: Name:

Title:

Exhibit C - Page 3

EXHIBIT D

FORMOF SWING LINE NOTE

$ , 20

On or before the Maturity Date, FOR VALUE RECEIVED, CIM GROUP MANAGEMENT, LLC,aDelawarelimitedliabilitycompany(“Borrower”)promisestopaytoCityNationalBank, in its capacity as the Swing Line Lender (“Swing Line Lender”) at , ,inlawful money of the United States of America, so much of the sum of [Insert Amount derived fromPercentages] Dollars ($ ), as may from time to time have been advanced to Borrower bytheSwingLineLenderasSwingLineAdvancesandthenbeoutstandinghereunderpursuantto theRevolvingCreditAgreement,datedasofDecember30,2022(asamended,restated,amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), City National Bank, as administrative agent for the Lenders (in such capacity, the “Agent”), and Borrower, together with interest thereon as hereinafter set forth.

Each of the Swing Line Advances made hereunder shall bear interest at the Applicable Interest Rate from time to time applicable thereto under the Credit Agreement or as otherwise determined thereunder, and interest shall be computed, assessed and payable on the unpaid principal amount of each Swing Line Advance made by the Swing Line Lender from the date of suchSwingLineAdvanceuntilpaidattheratesandatthetimessetforthintheCreditAgreement.

ThisNoteisoneofthe“SwingLineNotes”issuedpursuanttotheCreditAgreementunder whichSwingLineAdvances(includingrefundingsandconversions),repaymentsandreadvances maybemadefrom timeto timeby theSwing LineLender,but only in accordance with theterms andconditionsoftheCreditAgreement(includinganyapplicablesublimits).ThisNoteevidences borrowingsunder,issubjectto,issecuredinaccordancewith,andmaybeacceleratedormatured under, the terms of the Credit Agreement to which reference is hereby made. Capitalized terms used herein, except as defined to the contrary, shall have the meanings given them in the Credit Agreement.

This Note shall be interpreted and the rights of the parties hereunder shall be determined under the laws of, and enforceable in, the State of New York.

ThetermsofthisNotearesubjecttoamendmentonlyinthemannerprovidedintheCredit Agreement.

This Note is subject to restrictions on transfer or assignment as provided in the Credit Agreement.

To the extent any provision of this Note is inconsistent with, or conflicts with, any provision of the Credit Agreement, the Credit Agreement shall control.

Nothinghereinshalllimit anyrightgranted Payee byanyotherinstrumentorbylaw.

Exhibit D - Page 1

* * *

[SIGNATURESFOLLOWONSUCCEEDINGPAGE]

Exhibit D - Page 2

INWITNESSWHEREOF,BorrowerhascausedthisNotetobedulyexecutedand delivered as of the date first written above.

CIM GROUPMANAGEMENT, LLC,a Delaware

limitedliabilitycompany

By: Name:

Title:

Exhibit D - Page 3

EXHIBIT E

FORMOF SWINGLINE PARTICIPATION CERTIFICATE

[NameofLender]

Re:Revolving Credit Agreement, dated as of December 30, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (each individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), City National Bank, as administrative agent for the Lenders (in such capacity, the “Agent”), and CIM Group Management, LLC, a Delaware limited liability company (“Borrower”).

LadiesandGentlemen:

PursuanttoSection2.5(e)oftheCreditAgreement,theundersignedherebyacknowledges receiptfromyouof$ as payment for a participating interest in the following Swing Line Advance(s):

Date of Swing Line Advance(s): PrincipalAmount ofSwing LineAdvance(s):

Theparticipation evidencedbythiscertificate shallbesubjecttotheterms andconditions of the Credit Agreement including without limitation Section 2.5(e)thereof.

Verytrulyyours,

CITYNATIONALBANK,asAgent

By: Name:

Title:

Exhibit E

EXHIBIT F

[Reserved]

Exhibit F

EXHIBIT G

FORMOF SUBSIDIARY GUARANTY

[Seeattached]

Exhibit G

ExecutionVersion

GUARANTYAGREEMENT

This Guaranty Agreement, dated December 30, 2022 (this “Guaranty Agreement”), is made by each of the undersigned (each a “Guarantor” and, together with each of the other signatoriesheretoandanyotherentitiesfromtimetotimepartiesheretopursuanttoSection13(a)hereof, the “Guarantors”) in favor of the Agent (as definedbelow), for the ratable benefit of the Lender Parties (as defined below).

Preliminary Statements:

1.CIM Group Management, LLC, a Delaware limited liability company (“Borrower”),isenteringintothatcertainRevolvingCreditAgreementofevendateherewith(as amended,restated,amendedandrestated,supplementedorotherwisemodifiedfromtimetotime, the“CreditAgreement”)withCityNationalBank,asadministrativeagent(insuchcapacity,the “Agent”)andthefinancialinstitutionsfromtimetotimepartytheretoaslenders(each,a“Lender” and collectively, the “Lenders”; the Lenders and the Agent are referred to herein collectively as the“LenderParties”)simultaneouslywiththedeliveryofthisGuarantyAgreement.Capitalized terms used herein have the meanings specified in the Credit Agreement unless otherwise defined herein.

2.Pursuant to the Credit Agreement, the Lender Parties have agreed to make certain Advances and provide other extensions of credit to Borrower from time to time.

3.ItisaconditiontotheagreementoftheLenderPartiestomakesuchAdvancesand to provide such extensions of credit that this Guaranty Agreement shall have been executed and delivered by each Guarantor and shall be in full force and effect.

4.Each Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement. The Board of Directors or equivalent governing body, as applicable, of each Guarantor has determined that the incurrence of such obligations is in the best interests of such Guarantor.

NOW, THEREFORE, in order to induce the Lender Parties to make the aforementioned Advances and to provide aforementioned extensions of credit contemplated under the Credit Agreement, and for other good and valuable consideration, the receipt and adequacy of which hereby are acknowledged, each Guarantor hereby covenants and agrees with, and represents and warrants to each Lender Party as follows:

SECTION1.GUARANTY.

(a)Each Guarantor hereby irrevocably, unconditionally and jointly and severallywiththeotherGuarantorsguaranteestoeachLenderParty,thedueandpunctualpayment infullof(x)theprincipalof,andintereston(including,withoutlimitation,interestaccruingafter the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization orlikeproceeding,whetherornotaclaimforpost-filingorpost-petitioninterestisallowedinsuch proceeding), and any other amounts due in connection with, the Advances when and as the same shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (y) any other sums which may become due under the terms

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and provisions of the Credit Agreement or any other Loan Document (all such obligations described in clauses (x) and (y) above are herein called the “Guaranteed Obligations”). The guarantyintheprecedingsentenceisanabsolute,presentandcontinuingguarantyofpaymentand not of collectability and is in no way conditional or contingent upon any attempt to collect from Borrower or any other guarantor of the Advances (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever. In the eventthatBorrowershallfailsotopayanyofsuchGuaranteedObligations,eachGuarantoragrees to pay the same when due to the Lender Parties entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuant to the requirementsforpaymentspecifiedintheCreditAgreementandtheotherLoanDocuments.Each defaultinpaymentofanyoftheGuaranteedObligationsshallgiverisetoaseparatecauseofaction hereunder and separate suits may be brought hereunder as each cause of action arises.

(b)Each Guarantor hereby acknowledges and agrees that such Guarantor’s liabilityhereunderisjointandseveralwiththeotherGuarantorsandanyotherPerson(s)whomay guaranteetheobligationsandIndebtednessunderandinrespectoftheCreditAgreementandany other Loan Document.

(c)Notwithstanding the foregoing provisions or any other provision of this GuarantyAgreement,theLenderParties(onbehalfofthemselvesandtheirsuccessorsandassigns) and each Guarantor hereby agrees that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount determined as of such time with regard to such Guarantor, then thisGuarantyAgreementshallbeautomaticallyamendedtoreducetheGuaranteedObligationsto the Maximum GuaranteedAmount. Such amendment shall not require the written consent of any Guarantor or any Lender Party and shall be deemed to have been automatically consented to by each Guarantor and each Lender Party. Each Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor, the lesser of (i) the amount of the Guaranteed Obligations outstanding on such date and (ii) the maximum amount that would not render such Guarantor’sliabilityunderthisGuarantyAgreementsubjecttoavoidanceunderSection548ofthe Bankruptcy Code (or any successor provision) or any comparable provision of applicable state law.

SECTION2.OBLIGATIONSABSOLUTE.

(a)The obligations of each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional, irrespective of the validity or enforceability of the Credit Agreement, the other Loan Documents or any other instrument referred to therein, shall not be subject to any counterclaim, setoff, deduction or defense based upon any claim such Guarantor may have against Borrower or any Lender Party or otherwise, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation: (i) any amendment to, modification of, supplement to or restatement of the Credit Agreement, any other Loan Document or any other instrument referred to therein (it being agreed that the obligations of each Guarantor hereunder shallapplytotheCreditAgreement,anyotherLoanDocumentoranysuchotherinstrumentasso

amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any interest therein, or any furnishing, acceptance or release of any security for the Guaranteed Obligations or the addition, substitution or release of any other Guarantor or any other entity or

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other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (ii) any waiver,consent,extension,indulgenceorotheractionorinactionunderorinrespectoftheCredit Agreement, any other Loan Document or any other instrument referred to therein; (iii) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to Borrower or its property; (iv) any merger, amalgamation or consolidation of any Guarantor or of Borrower into or with any other Person or any sale, lease or transfer of any or all of the assets of any Guarantor or of Borrower to any Person; (v) any failure on the part of Borrower for any reason to comply with or perform any of the terms of any other agreementwithanyGuarantor;(vi)anyfailureonthepartofanyLenderPartytoobtain,maintain, register or otherwise perfect any security; or (vii)any other event or circumstance which might otherwiseconstitutealegalorequitabledischargeordefenseofaguarantor(whetherornotsimilar to the foregoing), and in any event however material or prejudicial it may be to any Guarantor or toanysubrogation,contributionorreimbursementrightsanyGuarantormayotherwisehave.Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingent obligations, in each case, in respect of which no claim has been made) or upon the release of such Guarantor in accordance with Section 9(b)hereof.

SECTION3.WAIVER.

(a)Each Guarantor unconditionally waives to the fullest extent permitted by law, (i)notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any default by Borrower in the payment of any amounts due under the Credit Agreement, any other Loan Document or any other instrument referred to therein, and of any of the matters referred to in Section2hereof, (ii) all notices which may be required by statute, rule of law or otherwise to preserve any of the rights of any Lender Party against such Guarantor, including, without limitation, presentment to or demand for payment from Borrower or any Guarantor with respect toanyGuaranteedObligation,noticetoBorrowerortoanyGuarantorofdefaultorprotestfornon-payment or dishonor and the filing of claims with a court in the event of the bankruptcy of Borrower,(iii)anyrighttorequireanyLenderPartytoenforce,assertorexerciseanyright,power or remedy including, without limitation, any right, power or remedy conferred in the Credit Agreement or any other Loan Document, (iv) any requirement for diligence on the part of any Lender Party and (v) any other act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder.

SECTION4.OBLIGATIONSUNIMPAIRED.

(a)EachGuarantorauthorizestheLenderParties,withoutnoticeordemandto suchGuarantororanyotherGuarantorandwithoutaffectingitsobligationshereunder,fromtime totime:(i)torenew,compromise,extend,accelerateorotherwisechangethetimeforpaymentof, alloranypartoftheCreditAgreement,anyotherLoanDocumentoranyotherinstrumentreferred

totherein;(ii)tochangeanyoftherepresentations,covenants,eventsofdefaultoranyotherterms or conditions of or pertaining to the Credit Agreement, any other Loan Document or any other instrument referred to therein, including, without limitation, decreases or increases in amounts of principal, rates of interest, fees or any other obligation; (iii) to take and hold security for the payment of the Credit Agreement, any other Loan Document or any other instrument referred to therein, for the performance of this Guaranty Agreement or otherwise for the Indebtedness

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guaranteedherebyandtoexchange,enforce,waive,subordinateandreleaseanysuchsecurity;(iv) to apply any such security and to direct the order or manner of sale thereof as the Lender Parties intheirsolediscretionmaydetermine;(v)toobtainadditionalorsubstituteendorsersorguarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respectoftheGuaranteedObligations;(vi)toexerciseorrefrainfromexercisinganyrightsagainst Borrower, any Guarantor or any other Person; and (vii) to apply any sums, by whomsoever paid orhoweverrealized,tothepaymentoftheGuaranteedObligationsandallotherobligationsowed hereunder. The Lender Parties shall have no obligation to proceed against any additional or substituteendorsersorguarantorsortopursueorexhaustanysecurityprovidedbyBorrower,such Guarantor or any other Guarantor or any other Person or to pursue any other remedy available to the Lender Parties.

(b)If an event permitting the acceleration of the maturity of the principal amount of any Advances shall exist and such acceleration shall at such time be prevented or the right of any Lender Party to receive any payment on account of the Guaranteed Obligations shall at such time be delayed or otherwise affected by reason of the pendency against Borrower, any Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, suchGuarantoragreesthat,forpurposesofthisGuarantyAgreementanditsobligationshereunder, the maturity of such principal amount shall be deemed to have been accelerated with the same effect asif the holder thereof had acceleratedthe same in accordance withthe terms of the Credit Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

SECTION5.SUBROGATIONANDSUBORDINATION.

(a)EachGuarantorwillnotexerciseanyrightswhichitmayhaveacquiredby wayofsubrogationunderthisGuarantyAgreement,byanypaymentmadehereunderorotherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contributionorindemnityoranyrightsorrecoursetoanysecurityfortheGuaranteedObligations orthisGuarantyAgreementunlessanduntilalloftheGuaranteedObligations(otherthanamounts inrespectofindemnification,expensereimbursementorothercontingentobligations,ineachcase, in respect of which no claim has been made) shall have been indefeasibly paid in full in cash.

(b)Upon the occurrence and during the continuance of an Event of Default, each Guarantor hereby subordinates the payment of all Indebtedness and other obligations of BorroweroranyotherguarantoroftheGuaranteedObligationsowingtosuchGuarantor,whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a)of this Section5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingentobligations,ineachcase,inrespectofwhichnoclaimhasbeenmade).IftheMajority Lenderssorequest,anysuchIndebtednessorotherobligationsshallbeenforcedandperformance receivedbysuchGuarantorastrusteefortheLenderPartiesandtheproceedsthereofshallbepaid

over to the Lender Parties promptly, in the form received (together with any necessary endorsements)tobeappliedtotheGuaranteedObligations,whethermaturedorunmatured,asmay bedirectedbytheMajority Lenders, but without reducingoraffectinginany manner the liability of any Guarantor under this Guaranty Agreement.

(c)IfanyamountorotherpaymentismadetooracceptedbyanyGuarantorin violationofanyoftheprecedingclauses(a)and(b)ofthisSection5,suchamountshallbedeemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the LenderPartiesandshallbepaidovertotheLenderPartiespromptly,intheformreceived(together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured

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or unmatured, as may be directed by the Agent, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.

(d)Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Credit Agreement and any other Loan Document and that its agreements set forth in this Guaranty Agreement (including this Section 5) are knowingly made in contemplation of such benefits.

(e)EachGuarantorherebyagreesthat,totheextentthataGuarantorshallhave paid an amount hereunder to any Lender Party that is greater than the net value of the benefits received,directlyorindirectly,bysuchpayingGuarantorasaresultoftheissuanceandsaleofthe GuaranteedObligations(suchnetvalue,its“ProportionateShare”),suchpayingGuarantorshall, subject to Section5(a)and 5(b), be entitled to contribution from any Guarantor that has not paid itsProportionateShareoftheGuaranteedObligations.Anyamountpayableasacontributionunder thisSection5(e)shallbedeterminedasofthedateonwhichtherelatedpaymentismadebysuch Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed. Notwithstanding the foregoing, the provisions of this Section5(e)shall in no respect limit the obligations and liabilities of any Guarantor to the Lender Parties hereunder or under the Credit Agreement, any other Loan Document or any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

SECTION6.REINSTATEMENTOFGUARANTY.

This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any LenderPartyonaccountoftheGuaranteedObligationsisrescindedormustotherwiseberestored or returned by a Lender Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganizationofBorroweroranyotherguarantors,oruponorasaresultoftheappointmentofa custodian, receiver, trustee or other officer with similar powers with respect to Borrower or any otherguarantorsoranypartofitsortheirproperty,orotherwise,allasthoughsuchpaymentshad not been made.

SECTION7.RANKOFGUARANTY.

EachGuarantorwillensurethatitspaymentobligationsunderthisGuarantyAgreement willatalltimesrankatleastparipassu,withoutpreferenceorpriority,withallotherunsecured and unsubordinated Indebtedness of such Guarantor now or hereafter existing.

SECTION8.REPRESENTATIONSANDWARRANTIESOFEACHGUARANTOR.

EachGuarantorrepresents andwarrantstoeachLenderPartyasfollows:

(a)Organization;PowerandAuthority.SuchGuarantorisalimitedliability company, corporation, limited partnership or other legal entity, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, organization or incorporation, as applicable, and is duly qualified as a foreign limited liability company, corporation,limitedpartnershiporotherlegalentity,asapplicable,andisingoodstandingineach jurisdictioninwhichsuchqualificationisrequiredbylaw,exceptforanyfailurestobesoqualified or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Such Guarantor has the limited liability company, corporation,

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limited partnership or other legal entity, as applicable, power and authority to own or hold under leasethepropertiesitpurportstoownorholdunderlease,totransactthebusinessittransactsand proposestotransact,toexecuteanddeliverthisGuarantyAgreementandtoperformtheprovisions hereof.

(b)Authorization,Etc.ThisGuarantyAgreementhasbeendulyauthorizedby all necessary limited liability company, corporate, limited partnership or equivalent action on the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c)CompliancewithLaws,OtherInstruments,Etc.Theexecution,delivery and performance by such Guarantor of this Guaranty Agreement will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any propertyofsuchGuarantororanyofitsSubsidiariesunder,anyindenture,mortgage,deedoftrust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrumenttowhichsuchGuarantororanyofitsSubsidiariesisboundorbywhichsuchGuarantor oranyofitsSubsidiariesoranyoftheirrespectivepropertiesmaybeboundoraffected,(ii)conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authorityapplicable to such Guarantor or anyof itsSubsidiariesor (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any of its Subsidiaries.

(d)GovernmentalAuthorizations,Etc.Noconsent,approvalorauthorization of,orregistration,filingordeclarationwith,anyGovernmentalAuthorityisrequiredinconnection with the execution, delivery or performance by such Guarantor of this Guaranty Agreement.

(e)Information Regarding Borrower. Such Guarantor now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and business of Borrower. No Lender Party shall have any duty or responsibility to provide such Guarantor with any credit or other information concerning the affairs, financial condition or business of Borrower which may come into possession of the Lender Parties. Such Guarantor has executed and delivered this Guaranty Agreement without reliance upon any representation by the Lender Parties including, without limitation, with respect to (i) the due execution, validity, effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to Borrower, (ii) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation,perfectionorpriorityofanylienorsecurityinterestinsuchpropertyor(iii)theexistence, number,financialconditionorcreditworthinessofotherguarantorsorsureties,ifany,withrespect to any of the Guaranteed Obligations.

SECTION9.TERMOFGUARANTY.

(a)Term of Guaranty Agreement. This Guaranty Agreement and all guarantees, covenants and agreements of the Guarantors contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingent obligations, in

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each case, in respect of which no claim has been made) shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6.

(b)ReleaseofGuarantors.

(i)Upon the payment in full in cash of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingent obligations, in each case, in respect of which no claim has been made), the Guarantorsshallbefullyand automaticallyreleasedfromtheirobligationshereunder(other than with respect to indemnification, expense reimbursement and other Guaranteed Obligations that by their terms survive repayment in full of the Guaranteed Obligations).

(ii)Notwithstanding anything to the contrary in this Guaranty AgreementortheCreditAgreement,upon(x)themerger,conveyance,transfer,orleaseof all or substantially all of a Guarantor’s assets, whether in a single transaction or series of transactions, permitted under the Credit Agreement, (y) any other transaction or series of transactions permitted under the Credit Agreement as a result of which the Guarantor ceases to be a Subsidiary of Borrower or (z) upon the written election of Borrower accompanied by a certificate demonstrating in reasonable detail that Borrower shall be in compliancewithSections6.10and6.11oftheCreditAgreementaftergivingeffecttosuch release, such Guarantor shall be released and discharged from its obligations under this GuarantyAgreementandshallceasetobeaGuarantorhereunderandforallpurposesunder the Credit Agreement.

SECTION 10. SURVIVALOFREPRESENTATIONSANDWARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Guaranty Agreement and may be relied upon by any Lender Party and their respective permitted successors and assigns, regardless of any investigation made at any time by or on behalf of any Lender Party. This Guaranty Agreement embodies the entire agreement and understandingbetweeneachLenderPartyandtheGuarantorsandsupersedesallprioragreements and understandings relating to the subject matter hereof.

SECTION11. AMENDMENTANDWAIVER.

This Guaranty Agreement may not be amended, and the observance of any term hereof maynotbewaived(eitherretroactivelyorprospectively),exceptwith(andonlywith)thewritten consent of each Guarantor and the Agent.

SECTION12. NOTICES.

All notices, requests and demands pursuant hereto shall be made in accordance with Section 11.6of the Credit Agreement.All communications and notices hereunder to any GuarantorshallbegiventoitincareofBorroweratBorrower’saddresssetforthonAnnexIVto the Credit Agreement.

SECTION13. MISCELLANEOUS.

(a)Successors and Assigns; Joinder. All covenants and other agreements contained in this Guaranty Agreement by or on behalf of any of the parties hereto bind and inure

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to the benefit of their respective successors and assigns whether so expressed or not. It is agreed and understood that any Person may become a Guarantor hereunder by executing a Guarantor Supplement substantially in the form of Exhibit Aattached hereto and delivering the same to the Agent. Any such Person shall thereafter be a “Guarantor” for all purposes under this Guaranty Agreement and the other Loan Documents.

(b)Severability. Any provision of this Guaranty Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibitionorunenforceabilitywithoutinvalidatingtheremainingprovisionshereof,andany such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

(c)Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant. Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

(d)Sections.ThesectionandsubsectionheadingsinthisGuarantyAgreement areforconvenienceofreferenceonlyandshallneitherbedeemedtobeapartofthisGuaranty

Agreementnormodify,define,expandorlimitanyofthetermsorprovisionshereof.Allreferences herein to numbered sections, unless otherwise indicated, are to sections of this Guaranty Agreement. Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and words in the masculine, neuter or feminine gender shall be read and construed as though in either of the other genders where the context so requires.

(e)FurtherAssurances.EachGuarantoragreestoexecuteanddeliverallsuch instruments and take all such action as the Agent may from time to time reasonably request in order to effectuate fully the purposes of this Guaranty Agreement.

(f)GoverningLaw.ThisGuarantyAgreementshallbeconstruedandenforced inaccordancewith,andtherightsofthepartiesshallbegovernedby,thelawoftheStateofNew York,excludingchoice-of-lawprinciplesofthelawofsuchStatethatwouldpermittheapplication of the laws of a jurisdiction other than such State.

(g)Jurisdictionand Process; Waiver of Jury Trial.

(i)Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, TheCityofNewYork,overanysuit,actionorproceedingarisingoutoforrelatingtothis Guaranty Agreement. To the fullest extent permitted by applicable law, each Guarantor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it maynoworhereafterhavetothelayingofthevenueofanysuchsuit,actionorproceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(ii)EachGuarantorconsentstoprocessbeingservedbyoronbehalfof anyLenderPartyinanysuit,actionorproceedingofthenaturereferredtoinSection13(g)bymailingacopythereofbyregisteredorcertifiedmail(oranysubstantiallysimilarform

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ofmail),postageprepaid,returnreceiptrequested,toitatitsaddressspecifiedin Section12. Each Guarantor agrees that such service upon receipt (i) shall be deemed in everyrespecteffectiveserviceofprocessuponitinanysuchsuit,actionorproceedingand

(ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personaldeliverytoit.Noticeshereunder shall be conclusively presumedreceivedasevidencedbyadeliveryreceiptfurnishedbytheUnitedStatesPostal Service or any reputable commercial delivery service.

(iii)Nothing in this Section13(g)shall affect the right of any Lender Partytoserveprocessinanymannerpermittedbylaw,orlimitanyrightthatsuchLender PartymayhavetobringproceedingsagainstanyGuarantorinthecourtsofanyappropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(iv)THE GUARANTORS AND THE AGENT HEREBY WAIVE TRIALBYJURYINANYACTIONBROUGHTONORWITHRESPECTTOTHIS

GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.

(h)Electronic Signatures. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty Agreement and any Guarantor Supplement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Borrower, or the keeping of records in electronic form, each of whichshallbeofthesamelegaleffect,validityorenforceabilityasamanuallyexecutedsignature ortheuseofapaper-basedrecordkeepingsystem,asthecasemaybe,totheextentandasprovided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if theAgentshallrequestmanuallysignedcounterpartsignaturestothisGuarantyAgreementorany Guarantor Supplement, each Guarantor hereby agrees to use its reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable.

[Remainderofpageintentionally left blank. Signature pages follow.]

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INWITNESSWHEREOF,AgentandeachGuarantorhascausedthisGuarantyAgreement to be duly executed and delivered on the date and year first above written.

CITYNATIONAL BANK,

As Agent

By: Name:

Its:

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMCapital, LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CCOGroup,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMGroup,L.P.,

aDelawarelimited partnership

By:CIMManagement,Inc. a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMSMA I Sponsor, LLC.,

aCalifornialimitedliabilitycompany

By:CIMSMAIMLP, LLC,

ADelawarelimitedliabilitycompany, its managing member

By: CIM Group Management, LLC, a Delawarelimitedliabilitycompany,its managing member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMAtlantaManager,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMServiceProvider,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member By:

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMCapitalSAManagement,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMUrbanIncomeInvestmentsGP,LLC,a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

S-9thAvenueCo-InvestorManager,LLC, a Delaware limited liability company

By:S-MWCCo-InvestorManager,LLC,

aDelawarelimitedliabilitycompany,itssole member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMCapitalControlledCompanyManagement, LLC

aDelawarelimitedliability company

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMCapitalREDebt Management,LLC

aDelawarelimitedliability company

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

CIMCapitalSecurities Management,LLC

aDelawarelimitedliability company

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMCapitalRealPropertyManagement,LLC

aDelawarelimitedliability company

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

CIMCapitalICManagement,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMLendingServices,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

L-55HawthorneCo-InvestorManager,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

H-55HawthorneREITManager,LLC,a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CMMTPartnersGP,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMControlledCompanyManagement,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CMMTKoreaGP,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIM RE Debt Management, LLC, aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMEPICII QOFSLP, LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMManagement,Inc., a California corporation

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

H-TurtleCreekVillageCo-InvestorManager, LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CMMTSLP,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMInfrastructureSLP,LLC,

aCalifornialimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIM Infrastructure II SLP, LLC, aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMInfrastructureIIISLP,LLC, aDelawarelimitedliability company

By:CIMInfrastructureIIISLPHoldings,L.P. a Delaware limited liability company,

itssoleequity member

By:CIMFundSLPGP,LLC,

ADelawarelimitedliabilitycompany, its general partner

By:CIMGroupManagement,LLC,a Delaware limited liability company, its sole equity member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMFund IX SLP,LLC,

aDelawarelimitedliability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMOpportunityZoneFundSLP,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMRealEstateFinanceManagement,LLC, a Delaware limited liability company

By:CCO Group,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

CREIAdvisors,LLC,

anArizonalimitedliability company

By: /s/ Christina Mayo Name:Christina Mayo

Its: Manager

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMIncomeNAVManagement,LLC, a Delaware limited liability company

By:CCO Group,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

CIMSBA Staffing, LLC,

aDelawarelimitedliability company

By:CIMGroup,L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

246SpringStreet(NY)Manager,LLC, a Delaware limited liability company

By:CIMGroup,L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

432ParkManagement,LLC,

aDelawarelimitedliability company

By:CIMGroup,L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMGroup Hotel, LLC,

aCalifornialimitedliabilitycompany

By:CIMGroup,L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

CIMRealEstateServices,LLC,

aDelawarelimitedliability company

By: /s/ Sara L. Martens Name:Sara L. Martens

Its: Manager

Signature Page to Guaranty Agreement - CIM Group Management, LLC

CIMNYManagement,LLC,

aNewYork limitedliability company

By:CIMGroup,L.P,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

CIMTXManagement,LLC,

aDelawarelimitedliability company

By:CIMGroup,L.P.,

aDelawarelimitedpartnership, its managing member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name: David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement - CIM Group Management, LLC

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