EX-10.1

Exhibit 10.1

ExecutionVersion

CREDITAGREEMENT

DatedasofMay7,2026

between

VINEBROOKHOMESOPERATINGPARTNERSHIP,L.P.,

as Borrower,

THELENDERSPARTYHERETO,

and

NEXPOINTREALESTATEFINANCEOPERATINGPARTNERSHIP,L.P.,

asAdministrativeAgent,SoleLeadArranger

and Sole Bookrunner

TABLEOFCONTENTS

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CREDITAGREEMENT

This CREDIT AGREEMENT (“Agreement”) is entered into as of May 7, 2026 (the “Effective Date”)byandamongVINEBROOKHOMESOPERATINGPARTNERSHIP,L.P.,aDelawarelimited partnership (“Borrower”), the Lenders party hereto, and NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, Borrower has requested that the Lenders make loans to Borrower for general corporate purposes and such other uses permitted under this Agreement; and

WHEREAS, the Lenders are willing to make such loans upon the terms and subject to the conditions set forth in this Agreement.

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

ARTICLEI.

DEFINITIONSANDACCOUNTINGTERMS.

1.01

DefinedTerms.AsusedinthisAgreement,thefollowingtermsshallhave the meanings set forth below:

“Accountants”hasthemeaningspecifiedinSection6.01(a).

“Acquisition”meanstheacquisitionbyBorroweroranySubsidiaryoforfromanyPerson(whether pursuant to an acquisition of Equity Interests of such Person or of all or substantially all of the assets of such Person or of a distinct business unit of such Person or otherwise) of a business.

“Act”hasthemeaningspecifiedinSection10.18.

“Administrative Agent” has the meaning specified in the introductory paragraph hereto.

“AdministrativeAgentOffice”meanstheofficeorofficesofAdministrativeAgentdescribedas such on Schedule10.02, or such other office or offices as Administrative Agent may from time to timenotify the Borrower.

“Advance”hasthemeaningspecifiedinSection2.01.

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

“Agreement” has the meaning specified in the introductory paragraph hereto.

“ApplicableAnti-CorruptionLaws”hasthemeaningspecifiedinSection5.20.

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“ApplicablePercentage”means,withrespecttoanyLender,thepercentageofthetotalRevolving CommitmentsrepresentedbysuchLender’sRevolvingCommitment.IftheRevolvingCommitmentshave terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most recently in effect, giving effect to any assignments.

“Appraisal” means an appraisal conducted by a recognized third-party appraiser approved by Administrative Agent in its reasonable discretion.

“AssignmentandAssumption”meansanassignmentandassumptionenteredintobyaLenderand an assignee (with the consent of any party whose consent is required by Section10.07), and accepted by Administrative Agent, substantially in the form of Exhibit G or any other form approved by the Administrative Agent.

“AvailabilityPeriod”meanstheperiodfromandincludingtheClosingDatetotheearliestof(a)the StatedMaturityDate, (b)thedateofterminationofthe entireRevolvingCommitmentpursuantto Section2.04(b),and(c)thedateofterminationofthecommitmentofLenderstomakeAdvancespursuant to Section 8.02.

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

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

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

“BeneficialOwnershipRegulation”means31C.F.R.§1010.230.

“BHC Act Affiliate” is defined in Section 10.21(b).

“Borrower”hasthemeaningspecifiedintheintroductoryparagraphhereto.

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

“Capital Lease Obligations” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classifiedand accounted forascapitalleasesorfinanceleases(but,foravoidanceofdoubt,notoperatingleases)onabalancesheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Control Event” means any (i) Event of Default, or (ii)event or condition that, with the giving of any notice, the passage of time, or both, would become an Event of Default described in any of Sections 8.01(a) or 8.01(f).

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“Cash Equivalents” means, collectively, (a) marketable direct obligations issued or unconditionally guaranteedby the United States or any agencythereof maturingwithin 120days from the dateofacquisitionthereof,(b)commercialpapermaturingnomorethan120daysfromthedateofcreation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c)certificates of deposit maturing no more than 120days from the date of creation thereof issued by commercial banks incorporated under the Laws of the United States, each having combined capital, surplus and undivided profitsof notlessthan$500,000,000andhavingaratingof“A”orbetter byanationallyrecognizedrating agency; provided that, the aggregate amount invested in such certificates of deposit shall not at any time exceed$5,000,000foranyonesuchcertificateofdepositand$10,000,000foranyonesuchbank,or (d)time deposits maturing no more than 30days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder.

“CFC”hasthemeaningspecifiedinthedefinitionofForeignSubsidiary.

“ChangeinLaw”meanstheoccurrence,afterthedateofthisAgreement,ofanyofthefollowing: (a)the adoption or taking effect of any Law, rule, regulation or treaty; (b)any change in any Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any GovernmentalAuthority;or(c)themakingorissuanceofanyrequest,rule,guidelineordirective(whether or not having the force of Law) by any Governmental Authority; provided that, notwithstanding anything in this Agreement to the contrary, (i)the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii)all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel CommitteeonBankingSupervision(oranysuccessororsimilarauthority)ortheU.S.orforeignregulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means (a) NexPoint Advisors, L.P., a Delaware limited partnership or an Affiliate thereof shall cease to (i) advise VineBrook Homes or (ii) own or control at least 50% of the aggregate ordinary voting power represented by the issued and outstanding EquityInterests of VineBrook Homes on a fully diluted basis (which for this purpose shall exclude all Equity Interests that have not yet vested), (b) VineBrook Homes, or an entity advised and/or owned by an Affiliate of NexPoint Advisors, L.P., a Delaware limited partnership, shall cease to Control Borrower or (c) VineBrook Homes OP GP, LLC, a Delaware limited liability company or an Affiliate thereof shall cease to be the general partner of Borrower.

“Closing Date” means the first date all the conditions precedent in Section4.01 are satisfied or waived in accordance with Section 10.01.

“Code”meanstheInternalRevenueCode of1986,asamended.

“Collateral” means the Properties.

“Collateral Documents” means, collectively, the Security Instrument and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of Administrative Agent.

“CommodityExchangeAct”meanstheCommodityExchangeAct(7U.S.C.§1etseq.).

“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

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“Consolidated Assets” means, as of any date of determination, the balance sheet amount of the consolidated assets of VineBrook Homes on such date.

“Consolidated Debt” means, as of any date of determination, the balance sheet amount of the consolidated Debt of VineBrook Homes on such date.

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

“CoveredEntity”isdefinedinSection10.21(b).

“Covered Party” is defined in Section 10.21(a).

“Debt” means (without duplication), for any Person, (a)all obligations required by GAAP to be classified upon such Person’s balance sheet as liabilities, (b)liabilities to the extent secured (or for which andtotheextentthe holderofthe Debthas an existingright, contingentorotherwise,to be so secured) by anyLienexistingonpropertyownedoracquiredbythatPerson,(c)capitalleasesandotherobligationsthat have been (or under GAAP should be) capitalized for financial reporting purposes, (d)all obligations for borrowedmoney(whetheras a direct obligor ona promissory note,a reimbursement obligoron aletterof credit, a guarantor, or otherwise), (e) all guaranties, endorsements, letters of credit, and other contingent liabilities with respect to Debt or obligations of others, to the extent that such would be classified as a liability on the balance sheet under GAAP and (f) the net obligation of such Person under any hedge agreement.For purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.

“Debt to Capital Ratio” means, with respect to any Measurement Period, the ratio of (a) the OutstandingAmount oftheLoanonsuchdateof calculationto(b)thevalueoftheCollateral onsuchdate of calculation.

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

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

“DefaultRight”isdefinedinSection10.20(b).

“Defaulting Lender” means, subject to Section2.14(b), any Lender that (a)has failed to (i) fund all or anyportionof its AdvancewithintwoBusinessDays of thedatesuchAdvanceswererequiredtobe fundedhereunder unless such Lender notifies the Administrative Agentand Borrower in writingthat such failureistheresultofsuchLender’sdetermination thatoneormoreconditions precedenttofunding(each ofwhichconditionsprecedent,togetherwithanyapplicabledefault,shallbespecificallyidentifiedinsuch writing)hasnotbeensatisfied,or(ii)paytotheAdministrativeAgentoranyotherLenderanyotheramount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the BorrowerandtheAdministrativeAgentinwritingthatitdoesnotintendtocomplywithitsfunding

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obligationshereunder,orhasmadeapublicstatementtothateffect(unlesssuchwritingorpublicstatement relates to suchLender’s obligationtofund an Advancehereunder andstates that such positionis basedon such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c)has failed, within three Business Days after written request by the Administrative Agent or theBorrower,toconfirminwritingtotheAdministrativeAgentandtheBorrowerthatitwillcomplywith its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause(c)upon receipt of such written confirmation by the Administrative Agent andtheBorrower),or(d)has,orhasadirectorindirectparentcompanythathas,(i)becomethesubjectof a proceeding under any Debtor Relief Law, (ii)had appointed for it a receiver, custodian, conservator, trustee,administrator,assigneeforthebenefitofcreditorsorsimilarPersonchargedwithreorganizationor liquidationofitsbusinessorassets,includingtheFederalDepositInsuranceCorporationoranyotherstate or federal regulatory authority acting in such a capacity or (iii)become the subject of a Bail-in Action; providedthataLendershallnotbeaDefaultingLendersolelybyvirtueoftheownershiporacquisitionof any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental AuthoritysolongassuchownershipinterestdoesnotresultinorprovidesuchLenderwithimmunityfrom the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the AdministrativeAgentthataLenderisaDefaultingLenderunderanyoneormoreofclauses(a)through (d)above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a DefaultingLender(subjecttoSection2.14(b))upondeliveryofwrittennoticeofsuchdeterminationtothe Borrower and each Lender.

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

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

“Dollar”and“$”meanlawfulmoneyoftheUnitedStates.

“Domestic Subsidiary” means any Subsidiary organized under the Laws of the United States of America, any State thereof or the District of Columbia.

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

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

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“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EffectiveDate”hasthemeaningspecifiedintheintroductoryparagraphhereto.

“Employee Plan” means a pension, profit-sharing, or stock bonus plan intended to qualify under Section401(a) of the Code, maintained or contributed to by Borrower or any ERISA Affiliate, including any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA.

“EntitlementOrders”means“EntitlementOrders”asdefinedintheUCC.

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

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

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974,asamended.

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

“ErroneousPayment”hasthemeaningassignedtoitinSection10.22(a).

“ErroneousPaymentDeficiencyAssignment”hasthemeaningassignedtoitinSection10.22(b).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 10.22(b).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 10.22(b).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedulepublished by the Loan Market Association (or any successor person), as in effect from time to time.

“EventofDefault”hasthemeaningspecifiedinSection8.01.

“ExcludedTaxes”meansanyofthefollowingTaxesimposedonorwithrespecttoaRecipientor required to be withheld or deducted from a payment to a Recipient: (a)Taxes imposed on or measured by net income (however denominated), branch profits and franchise Taxes, in each case, (i)imposed by the United States of America (or any political subdivision thereof) or by the jurisdiction (or any political subdivisionthereof)underthelawsofwhichtheRecipientisorganizedorconductsbusiness(otherthan business arising from or relating to any transaction under any Loan Document) or in which its principal office,oritslending office,islocated, or(ii)thatareOtherConnection Taxes;(b)in thecaseofaLender,

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U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respecttoanapplicableinterestinaLoanorRevolvingCommitmentpursuanttoalawineffectonthedate on which (i) such Lender acquires such interest in the Loan or (ii)such Lender changes its lending office, except in each case to the extent that, pursuant to Section3.01, amounts with respect to such Taxes were payableeithertosuchLender’sassignorbeforesuchLenderbecameapartyheretoortosuchLenderbefore itchangeditslendingoffice,(c)TaxesattributabletosuchRecipient’sfailuretocomplywith Section 3.01(h) and (d) any withholding Taxes imposed under FATCA.

“ExistingMaturityDate”hasthemeaningspecifiedinSection2.15.

“ExtensionFee”meansafeeequaltoonehalfofonepercent(0.50%)oftheaggregateRevolving Commitment at the time of such payment.

“ExtensionPeriod”hasthemeaningspecifiedinSection2.15.

“FATCA”meansSections1471through1474oftheCode,asofthedateofthisAgreement(orany amendedorsuccessorversionthatissubstantivelycomparableandnotmateriallymoreoneroustocomply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section1471(b)(1)of the Code, any applicable intergovernmental agreement entered into between the United States and any other Governmental Authority in connection with the implementation of the foregoing, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement, or any treaty or convention among Governmental Authorities and implementing the foregoing.

“FDIC”meanstheFederalDepositInsuranceCorporation.

“Financials” means the financial statement and other information required in Section6.01(b) for thefiscal quarter ended December 31,2025,inform andsubstancesatisfactory totheAdministrative Agent.

“ForeignLender”meansaLenderthatisnotaU.S.Person.

“Foreign Subsidiary” means any Subsidiary that (a)is not a Domestic Subsidiary, (b)is a Domestic Subsidiary substantially all the assets of which are equity or debt of one or more controlled foreign corporations as defined for purposes of Section957 of the Code (“CFC”), or (c)is a Domestic Subsidiary held by a CFC.

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

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

“Governmental Authority” means any nation or government, any state or other political subdivisionthereof,anyagency,authority,instrumentality,regulatorybody,court,administrativetribunal, centralbankorotherentityexercisingexecutive,legislative,judicial,taxing,regulatoryoradministrative powersorfunctionsof,orpertainingto,governmenthavingauthorityovertheLoanPartiesorthe Collateral.

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“Guarantee” means, as to any Person, (a)any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i)to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii)to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii)to maintain working capital, equity capitaloranyotherfinancialstatementconditionorliquidityorlevelofincomeorcashflowoftheprimary obligorsoastoenabletheprimaryobligortopaysuchDebtorother obligation,or (iv) enteredintoforthe purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part),or(b)anyLienonanyassetsofsuchPersonsecuringanyDebtorotherobligationofanyotherPerson, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portionthereof,inrespectofwhichsuchGuaranteeismadeor,ifnotstatedordeterminable,themaximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

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

“IncreaseOption”hasthemeaningsetforthinSection2.12.

“Indemnified Taxes” means (a)Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by the Borrower under any Loan Documents and (b)to the extent not otherwise described in (a), Other Taxes.

“Indemnitees”hasthemeaningspecifiedinSection10.05(a).

“Initial Facility Amount” means $20,000,000.00.

“Interest Coverage Ratio”means, with respectto aMeasurement Period,theratio of (i) EBITDA to (ii) Interest Expense.

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

“InterestPaymentDate”meansthefirstcalendardayofeachmonth(ornextsucceedingBusiness Day thereafter).

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a)the purchase or other acquisition of capital stock or other securities of another Person, (b)a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person,

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including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Debt of such other Person, or (c)the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

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

“IRS”meanstheUnitedStatesInternalRevenueService.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,requests,licenses,authorizationsandpermitsof,andagreementswith,anyGovernmentalAuthority, in each case whether or not having the force of law.

“LenderJoinderAgreement”meansanagreementsubstantiallyintheformofExhibitF,pursuant to which a new Lender joins the Loan Documents as contemplated by Section 10.07.

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

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

“Lien” means any lien (statutory or other), mortgage, security interest, financing statement, collateral assignment, pledge, assignment, charge, hypothecation, deposit arrangement, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing), or encumbrance of any kind, and any other right of or arrangementwithanycreditor(whetherbasedoncommonlaw,constitutionalprovision,statuteorcontract) to have its claim satisfied out of any property or assets, or their proceeds, before the claims of the general creditors of the owner of the property or assets.

“Litigation”meansanyactionbyorbeforeanyGovernmentalAuthority,arbitrator,orarbitration panel.

“Loan”means,collectively,theAdvancesmadebyLenderstotheBorrowerpursuanttoArticleII.

“LoanDocuments”meansthisAgreement,theNote,theCollateralDocuments,allGuaranties,all ComplianceCertificates,anyLenderJoinderAgreementandanyotheragreement,document,and instrument in favor of Administrative Agent or the Lenders delivered in connection with, pursuant to, or under, this Agreement.

“LoanParties”meanstheBorrower.

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

“Material Contract” means, for any Person, any agreement to which that Person is a party by whichthatPersonisbound,ortowhichanyassetsofthatPersonmaybesubject,andthatisnotcancelable by that Person upon thirty(30) or fewer days’ notice without liability for further payment other than nominal penalty,andthatrequiresthat Personto paymore than$250,000intheaggregate duringtheterm of such agreement.

“Maturity Date” means the earlier of (a)the Stated Maturity Date, (b)the date on which Administrative Agent declares allamounts under the Loan to be immediately dueand payablepursuant to Section8.02, and (c)the date upon which the Borrower terminates the Revolving Commitments pursuant to Section 2.04(b) or otherwise.

“Maximum Rate” has the meaning specified in Section 10.10.

“MeasurementDate”hasthemeaningspecifiedinSection7.14(a).

“Measurement Period” means the twelve (12) consecutive calendar month period ended on the applicable Measurement Date.

“Moody’s”meansMoody’sInvestorsService,Inc.

“Mortgage Trigger Event” means, at Administrative Agent’s election, written notice from Administrative Agent to Borrower that an Advance for a Property has not been repaid within thirty (30) days of the date that the proceeds of such Advance were advanced.

“NetAssetValue”means,foranyperiod,ConsolidatedAssetslessConsolidatedDebt.

“NetIncome”means,foranyperiod,thenetincomeofBorrowerdeterminedinaccordancewith GAAP.

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

“Non-DefaultingLender”means,atanytime,eachLenderthatisnotaDefaultingLenderatsuch time.

“Note”meansa promissorynote,made bythe Borrower infavor of requesting Lender evidencing the Loan made by such Lender, substantially in the form of Exhibit A.

“NoticeofBorrowing”meansanoticeofanAdvancepursuanttoSection2.02,substantiallyinthe form of Exhibit D, appropriately completed and signed by a Responsible Officer of the Borrower.

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“Obligations”meansalladvancesto,anddebts,liabilities,obligations,covenantsanddutiesof,the BorrowerarisingunderanyLoanDocumentorotherwisewithrespecttotheLoanoranyAdvance,whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, nowexistingorhereafterarisingandincludinginterestandfeesthataccrueafterthecommencementbyor against the Borrower of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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

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

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligationsunder,receivedpaymentsunder,receivedorperfectedasecurityinterestunder,engagedinany other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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

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

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(g).

“PaymentRecipient”hasthemeaningassignedtoitinSection10.22(a).

“PermittedDebt”means,withoutduplication,(a)theObligations,(b)Debtarisingfromendorsing negotiable instruments for collection in the ordinary course of business, (c) purchase money Debt and Capital Lease Obligations incurred in the ordinary course of business which, in any case individually do notexceed$250,000,(d)DebtamongtheLoanParties,andguarantiesbyanyLoanPartyofDebtotherwise permittedhereunder,(e)DebtexistingontheClosingDateanddisclosedtotheAdministrativeAgent,

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(f)indemnitiesarisingunderagreementsenteredintobyanyLoanPartyintheordinarycourseofbusiness, (g)trade payables paid within ninety (90) days after they are incurred, Tax liabilities and other current liabilities incurred in the ordinary course of business, (h)any Debt approved in writing by Administrative Agent after the Closing Date and which is in Proper Form, (i) Debt incurred in respect of appeal bonds, surety bonds and similar obligations, in each case provided in the ordinary course of business, and with respect to appeal bonds in an aggregate amount not to exceed $250,000 at any time, (j)Debt which represents an extension, refinancing, or renewal of anyof the Debt described in clauses(c) and (f) hereof; providedthat,theprincipalamountofsuchDebtisnotincreased,exceptbyanamountequaltoareasonable premium or other reasonable amount paid and fees and expenses incurred, in connection with such refinancing and any existing unutilized commitments thereunder, and the terms of any such extension, refinancing,orrenewaltakenasawholearenotmateriallylessfavorabletotheobligorthereunderthanthe original terms of such Debt, (k) customary non-recourse, carveout guarantees by any Loan Party, (l) full recourse guarantees by any Loan Party in an aggregate amount not to exceed fifteen percent (15%) of the total Debt of such Loan Party and (m) any Debt disclosed on Schedule 7.03.

“Permitted Investments” means (a)marketable obligations backed by the full faith and credit of the U.S. (and investments in mutual funds investing primarily in those obligations), (b) certificates of deposit or banker’s acceptances that arefullyinsured by the Federal Deposit Insurance Corporation orare issuedbycommercialbankshavingcombinedcapital,surplus,andundividedprofitsofnotlessthan $250,000,000 (as shown on its most recently published statement of condition), (c)cash or Cash Equivalents,(d)eurodollartimedepositsorinvestmentsmanagedbyAdministrativeAgent,(e)commercial paperand similarobligations rated “P-2”or betterbyMoody’sor“A-2” or betterby S&P,(f)investments insecuritiespurchasedbyanyLoanPartyunderrepurchaseobligationspursuanttowhicharrangementsare madewithsellingfinancialinstitutions(beingafinancialinstitutionhavingunimpairedcapitalandsurplus of notless than $500,000,000 and with a rating of “A-1” by S&P or “P-1” byMoody’s) for such financial institutionstorepurchasesuchsecuritieswithin30daysfromthedateofpurchasebysuchLoanParty,and othersimilarshortterminvestmentsmadeinconnectionwiththeLoanParty’scashmanagementpractices, (g)non-cashproceedsfromDispositionspermittedunderSection7.05,(h)investmentsbyanyLoanParty in its wholly-owned Subsidiaries, including, but not limited to the creation of new wholly-owned Subsidiaries, (i) advances to any of Borrower’s Subsidiaries, (j)investments in the form of capital contributionsandtheAcquisitionof EquityInterestsmadebyanyLoanPartyinanyother LoanPartythat has been previously approved in writing by Administrative Agent, (k)investments received in settlement of amounts due to a Loan Party effected in the ordinary course of business or owing to a Loan Party as a resultofinsolvencyproceedingsinvolvinganaccountdebtororupontheforeclosureorenforcementofany Lien in favor of a Loan Party, (l) Equity Interests or other securities acquired in connection with the satisfactionorenforcementofDebtorclaimsdueorowingtoaLoanParty(inbankruptcyofcustomersor suppliers orotherwiseoutsidetheordinarycourseofbusiness)or assecurityforanysuchDebtorclaims, (m)$2,500,000.00investmentinVestaVenturesFundI,LP,aResidentialPropTechVentureFund,and (n)anyotherinvestmentsapprovedinwritingbyAdministrativeAgentaftertheClosingDate.

“Permitted Liens” means (a) Liens securing the Obligation, (b) Liens which secure purchase moneyDebtandCapital Lease Obligationspermittedunderclause(c) ofthe definitionof PermittedDebt, (c)LiensforTaxes;providedthat,(i) noamountsaredueandpayableandnoLienhasbeenfiledoragreed to, or (ii)the validity or amount thereof is being contested in good faith by lawful proceedings diligently conducted,andreserveorotherprovisionrequiredbyGAAPhasbeenmade,(d)judgmentsandattachments nototherwiseprohibitedbySection8.01(g)ordisclosedinVineBrookHomes’sfilingswiththeSecurities and Exchange Commission, (e)rightsof offset or statutory banker’s Lien arisingin the ordinary course of business in favor of commercial banks; provided that, any such Lien shall only extend to deposits and propertyinpossessionof suchcommercialbankandits Affiliates,(f)good-faithpledges or depositsmade inthe ordinarycourse ofbusiness tosecure(i)statutoryobligations,(ii) occupational accident policies,or (iii) surety or appeal bonds, or indemnity, performance or other similar bonds, and in the case of appeal

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bonds,inanaggregateamount nottoexceed$250,000at anytimeor inanyamount ifinconjunctionwith any litigation disclosed in VineBrook Homes’s filings with the Securities and Exchange Commission or related to or arising from such litigation, (g) Liens (other than for Taxes) imposed by operation of law; providedthat,(i)suchLiensrelatetoobligationsnotoverdueorthevalidityoramountofsuchLienisbeing contestedingoodfaithbylawfulproceedingsdiligentlyconducted,(ii)reserveorotherprovisionrequired byGAAPhasbeenmade,and(iii) withinsixty(60)daysaftertheentrythereof,levyandexecutionthereon have been (and continue to be) stayed or payment thereof is covered in full by insurance (subject to the customarydeductible),(h)allencumbrancesandothermattersdisclosedintheTitleInsurancePoliciesfor thePropertiesasLenderhasapprovedinwriting,and(h)anyLiensapprovedinwritingbyAdministrative Agent prior to or after the Closing Date.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, syndicate, Governmental Authority or other entity or organization of whatever nature.

“ProperForm”meansinformandsubstancereasonablysatisfactorytoAdministrativeAgentand its legal counsel.

“Properties” means the properties that Borrower causes its subsidiaries to purchase with the proceeds of this Loan, approved by Administrative Agent and the Lenders listed on Schedule I, as such schedulemaybeupdatedbyBorrowerfromtimetotimewiththeconsentofAdministrativeAgentandthe Lenders, in their sole and absolute discretion.

“QFC”isdefinedinSection10.20(b).

“QFCCreditSupport”isdefinedinSection10.20.

“Recipient”means(a)theAdministrativeAgentor(b)anyLender,asapplicable.

“Register” has the meaning specified in Section 10.07(c).

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

“RemovalEffectiveDate”meansthemeaningspecifiedinSection9.06(b).

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

“RequiredLenders”means,foranyperiodduringthetermofthisAgreementwherethereare: (a)two or fewer Lenders, all Lenders; and (b)three or more Lenders, Lenders having Total Credit Exposures representing more than 50.0% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

“ResignationEffectiveDate”meansthemeaningspecifiedinSection9.06(a).

“Responsible Officer”means,withrespecttotheBorrower,the chief executive officer,president, executive vice president or a financial officer of Borrower, and any additional authorized person who is hereafter designated in writing by the Borrower to Administrative Agent. Any document delivered hereunder that is signed bya Responsible Officer of the Borrower shall be conclusively presumedto have

13

beenauthorizedbyallnecessarycorporate,partnershipand/orotheractiononthepartoftheBorrowerand such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities, or otherproperty)withrespecttoanycapitalstockorotherEquityInterestofanyLoanPartyoranySubsidiary of such Loan Party, or any payment (whether in cash, securities, or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interests, or on account of any return of capital to a Loan Party’s or such Subsidiary’s shareholders, partners, or members (or the equivalent thereof).For the avoidance of doubt, any distribution made by a Loan Party pursuant to the distribution language in its Organization Documents shall constitute a “Restricted Payment” for purposes of this Agreement.

“RevolvingCommitment”meanswithrespecttoeachLenderonanydate,thecommitmentofsuch Lender to make an Advance subject to Section4.02, as such commitment may be adjusted from time to time in accordance with this Agreement. The initial amount of such Lender’s Revolving Commitment is setforthonSchedule2.01orintheAssignmentandAssumptionorLenderJoinderAgreementpursuantto which such Lender shall have assumed its Revolving Commitment, as applicable.

“RevolvingCreditExposure”means,astoanyLenderatanytime,theaggregateprincipalamount at such time of its Outstanding Amounts.

“S&P” means S&P Global Ratings, a subsidiary of S&P Global, Inc., and any successor thereto.

“Sanction(s)”meansanyinternationaleconomicsanctionadministeredorenforcedbytheUnited StatesGovernment(includingwithoutlimitation,OFAC),theUnitedNationsSecurityCouncil,the European Union, His Majesty’s Treasury or other relevant sanctions authority.

“Security Instrument” means a mortgage, assignment of leases and rents and fixture filing, deed of trust, assignment of leases and rents and fixture filing or deed to secure debt, assignment of leases and rents and fixture filing, as applicable, for each Property or for multiple Properties located within the same county or parish, executed and delivered by Borrower if a Mortgage Trigger Event has occurred, constitutingaLienontheImprovementsandthePropertyorProperties,asapplicable,asCollateralforthe Obligations, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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

“StatedMaturityDate”meansMay7,2028,asitmayextendedpursuanttoSection2.15.

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

“SupportedQFC”isdefinedinSection10.20.

“Tax Distribution” means any cash distribution made by any Loan Party or Subsidiary that is treated for U.S. federal income tax purposes as a tax transparent entity or a CFC in an amount necessary for the payment of the federal, state and local income tax obligations on account of the attribution of each such Person’s income to its direct or indirect shareholders or members, as the case may be, by reason of suchPersonbeingataxtransparententityoraCFCforfederalincometaxpurposes,ineachcasedetermined at the highest individual marginal rate for such taxes.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Title Insurance Company” means the applicable title insurance company selected by Borrower and reasonably approved by Administrative Agent.

“Title Insurance Policy” means, following a Mortgage Trigger Event, with respect to each applicable Property, an ALTA mortgagee title insurance policy issued by the Title Insurance Company containing such endorsements as Administrative Agent may reasonably require (to the extent available in thestatewherethePropertyortheProperties,asapplicable,arelocated)inaformreasonablyacceptableto AdministrativeAgent(or,ifsuchPropertyortheProperties,asapplicable,arelocatedinastatewhichdoes notpermittheissuanceofsuchALTApolicy,suchformasshallbepermittedinsuchstateanddetermined that is reasonably acceptable to Administrative Agent) issued with respect to such Property or Properties, as applicable, and insuring the Lien of the applicable Mortgage encumbering such Property or Properties, asapplicable,asavalidfirstpriorityLienandnamingAdministrativeAgent,itssuccessorsandassigns,as the insured party.

“TotalCreditExposure”means,astoanyLenderatanytime,theunusedRevolvingCommitments and Revolving Credit Exposure of such Lender at such time.

“Treasury Rate” means the 5-year U.S. Treasury Rate as published on the applicable Bloomberg screen page (or such othercommercially available source providing suchquotations asmay be designated by Administrative Agent from time to time), as determined by Administrative Agent.

“UCC”meanstheUniformCommercialCode,asadoptedinTexasandasamendedfromtimeto time.

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

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

“U.S.SpecialResolutionRegimes”isdefinedinSection10.20.

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

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“Value”means,atanytimewithrespecttoanyProperty,anamountequaltoitsappraisedvalueas determined on the basis of an Appraisal accepted by Administrative Agent in its sole discretion.

“VineBrookHomes”meansVineBrookHomesTrust,Inc.,aMarylandcorporation.

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

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

1.02

Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)

Thedefinitionsoftermshereinshallapplyequallytothesingularandpluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i)any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements or modifications set forth herein or in any other Loan Document), (ii)any reference herein to any Person shall be construed to include suchPerson’ssuccessorsandassigns,(iii)thewords“hereto”,“herein”,“hereof”and“hereunder”, and words of similar import when usedinany Loan Document,shall beconstrued torefer tosuch Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibitsand Schedulesshall be construed to refer to Articlesand Sectionsof, and Exhibitsand Schedulesto, the Loan Document in which such referencesappear,(v) anyreferencetoanylawshallincludeallstatutoryandregulatoryprovisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified orsupplementedfromtimetotime,and(vi)thewords“asset”and“property”shallbeconstruedto have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b)

Inthecomputationofperiodsoftimefromaspecifieddatetoalaterspecifieddate, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(c)

Sectionheadings herein and in the other Loan Documents are included for convenienceofreferenceonlyandshallnotaffecttheinterpretationofthisAgreementoranyother Loan Document.

1.03

AccountingTerms.

(a)

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP applied on a consistent basis, as in effect from time

16

to time. All financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in the same manner in which the Loan Parties have been preparing such financial data (including financial ratios and other financial calculations)sincethedateoftheirinceptionthroughthedatehereof,including,withoutlimitation, any income and expense data that has been, is and will continue to be prepared using GAAP accounting.

(b)

Changes in Accounting. If at any time any change in GAAP accounting would affectthecomputationof anyfinancialratioorrequirement setforthinanyLoanDocumentorthe Loan Parties want to effect any change in the manner in which they prepare their financial data (including financial ratios and other financial calculations), the Loan Parties shall inform Administrative Agent of any such change prior to the Loan Parties submitting to Administrative AgentanyotherfinancialstatementsandotherdocumentsrequiredunderthisAgreement,provided that,ifsuchchangeaffectsthecalculationofanyfinancialratioorcalculationsetforthinanyLoan Document,AdministrativeAgentandtheLoanPartiesshallnegotiateingoodfaithtoamendsuch ratioorrequirementtopreservetheoriginalintentthereofinlightofsuchchange.Fortheavoidance ofdoubt,AdministrativeAgent,Lenders,andtheLoanPartiesherebyacknowledgeandagreethat

(A) until any change described in this Section is effected, financial ratios and calculations shall continuetobecomputedinaccordancewiththeaccountingstandardspriortosuchchangetherein, and(B)theapplicableLoanPartiesshallprovidetoAdministrativeAgentfinancialstatementsand otherdocumentsrequiredunderthisAgreementorasreasonablyrequestedhereundersettingforth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change.

1.04

Rounding.AnyfinancialratiosrequiredtobemaintainedbytheBorrowerpursuanttothis Agreementshallbecalculatedbydividingtheappropriatecomponentbytheothercomponent,carryingthe result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest two decimal places.

1.05

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

ARTICLEII.

THECOMMITMENTANDADVANCES

2.01

Loan.Subjecttothetermsandconditionssetforthherein,eachLenderseverallyagreesto makeloans(eachsuchloan,an“Advance”)totheBorrowerfromtimetotime,onanyBusinessDayduring the Availability Period, in an aggregate amount that will not result in (a)such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (b)the sum of the total Revolving Credit Exposures exceedingthe total Revolving Commitments. Withinthe limits of theRevolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section2.01, prepay under Section 2.05, and reborrow under this Section 2.01.

2.02

Borrowing.

(a)

SubjecttocompliancewithArticle4,BorrowermayrequestaLoanbysubmitting a Notice of Borrowing to Administrative Agent. Each Notice of Borrowing must be received by Administrative Agent no later than 10:00 a.m. (Central time) to be deemed received on the date it isdelivered;anyNoticeofBorrowingreceivedafter10:00a.m.(Centraltime)shallbedeemed receivedonthefollowingBusinessDay.SuchNoticeofBorrowingshallbeirrevocableandshall

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specify (i)the principal amount of the proposed Advance, (ii) the use of the proceeds of such proposed Advance and (iii) the proposed borrowing date, which must be a Business Day. AdministrativeAgentshallbeentitledtorelyconclusivelyonanyResponsibleOfficer’sauthority torequestanAdvanceonbehalfoftheBorrower.AdministrativeAgentshallhavenodutytoverify the authenticity of the signature appearing on any written Notice of Borrowing.

(b)

Each Notice of Borrowing pursuant to this Section2.02 shall be irrevocable and theBorrowershallbeboundtomakeaborrowinginaccordancetherewith.EachAdvanceshallbe made in a minimum amount of $100,000.

2.03

FundingofBorrowings.

(a)

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

(b)

Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender, prior to the proposed date of any Advance that such Lender will not make available to the Administrative Agent such Lender’s share of such Advance, the AdministrativeAgentmayassumethatsuchLenderhasmadesuchshareavailableonsuchdatein accordancewithSection2.03(a)andmay,inrelianceuponsuchassumption,makeavailabletothe Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made availabletotheBorrowertobutexcludingthedateofpaymenttotheAdministrativeAgent,atthe interestrateapplicabletotheRevolvingCommitments.IftheBorrowerandsuchLendershallpay suchinteresttotheAdministrativeAgentforthesameoranoverlappingperiod,theAdministrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender paysits share of the applicable Advance to the Administrative Agent, thenthe amount so paidshall constitute such Lender’s portion of such Advance.Any payment by theBorrowershallbewithoutprejudicetoanyclaimtheBorrowermayhaveagainstaLenderthat shall have failed to make such payment to the Administrative Agent.

2.04

ReductionorEarlyTerminationofRevolvingCommitments.

(a)

Reduction of Revolving Commitments. To the extent that Borrower has exercised the Increase Option, then Borrower may, upon written notice to Administrative Agent, fromtimetotimereducetheRevolvingCommitmentstoanamountnotlessthantheInitialFacility Amount without premium or penalty; provided that (a) any such notice shall be received by Administrative Agent not later than 10:00a.m. (Central time) thirty(30) days prior to the date of reduction,and(b)anysuchpartialreductionshallbeinanaggregateamountof$1,000,000orany whole multiple of $250,000 in excess thereof. Such reduction of the aggregate Revolving Commitments will be applied to the Revolving Commitment of each Lender according to its Applicable Percentage.

(b)

TerminationofRevolvingCommitments.SolongasnoNoticeofBorrowingis outstanding, the Borrower may, upon written notice to Administrative Agent, from time to time

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permanently terminate the Revolving Commitments; provided that (a)any such notice shall be received by AdministrativeAgent notlaterthan10:00a.m.(Central time)thirty(30) days prior to the date of termination and (b)the Borrower shall not terminate the Revolving Commitment if, after givingeffecttheretoandtoanyconcurrent prepayments hereunder,theOutstandingAmount is greater than $0.

2.05

VoluntaryandMandatoryPrepayments.

(a)

The Borrower may at any time, by notice to Administrative Agent, voluntarily prepay the Loan in whole or in part; provided that (i) such notice must be received by Administrative Agent not later than 10:00a.m. (Central time) five (5) Business Days prior to the prepayment date; and (ii)any prepayment shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof; or if less, the entire principal amount thereof then outstanding.Eachsuchnoticeshallspecifythedateandamountofsuchprepayment.Ifsuchnotice is given by the Borrower, the Borrower shall make such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein.

(b)

Reserved.

(c)

Any prepayment of a Loan in full made pursuant to Section2.05(a) must be accompanied by all accrued interest thereon.

2.06

RepaymentoftheLoanandInterest.TheLoantogetherwithaccruedandunpaidinterest thereon, shall be due and payable in immediately available funds on the Maturity Date.

2.07

InterestandPayments.

(a)

Interest Rate.Each Advance shall bear interest at a rate of nine point seventy-five percent (9.75%) per annum from the date of such Advance, any unpaid interest compounded monthly.OneachInterestPaymentDatethroughandincludingtheMaturityDate,Borrowershall pay interest in arrears in the amount of all interest accrued and unpaid. Such interest shall accrue to the holders of the Notes issued to the Lenders on an equal and ratable basis.

(b)

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

(c)

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

2.08

Computation of Interest and Fees. All computations of fees and interest shall be made on the basisofa 360-day yearand actualdays elapsed(unless computationwouldresult inaninterest rate in excess of the Maximum Rate, in which event the computation is made on the basis of a year of 365 or 366days,asthecasemaybe).InterestshallaccrueontheLoanforthedayonwhichtheLoanismade,and shallnotaccrueontheLoan,oranyportionthereof,forthedayonwhichtheLoanorsuchportionispaid, providedthatanyLoanthatisrepaidonthesamedayonwhichitismadeshall,subjecttoSection2.10(a),

19

bear interest for one day. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.09

Evidence of Debt. The Advances made by Lenders shall be evidenced by one or more accounts or records maintained by Administrative Agent in the ordinary course of business. The accounts or records maintainedbyAdministrative Agent shall be conclusive absent manifest error ofthe amount of theLoanmadebyLenderstotheBorrowerandtheinterestandpaymentsthereon.Anyfailuretosorecord or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereundertopayanyamountowingwithrespecttotheObligations.TheBorrowershallexecuteanddeliver to Administrative Agent a Note, which shall evidence the Advances and the Loan in addition to such accounts or records.

2.10

PaymentsGenerally.

(a)

PaymentsbyBorrower.AllpaymentstobemadebytheBorrowershallbemade without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to Administrative Agent,attheAdministrative AgentOfficeinDollars andinimmediatelyavailable funds; in each case, not later than 3:00p.m. (Central time), on the date specified herein. All paymentsreceivedbyAdministrativeAgentafter3:00p.m.(Centraltime)shallbedeemedreceived onthenextsucceedingBusinessDayandanyapplicableinterestorfeeshallcontinuetoaccrue.If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. Nothing herein shall be deemed to obligateLenderstoobtainthefundsforanyLoaninanyparticularplaceormannerortoconstitute a representation by a Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(b)

Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make suchpayment,theAdministrativeAgentmayassumethattheBorrowerhasmadesuchpaymenton such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders, as the case may be, severally agrees to repay to the AdministrativeAgentforthwithondemandtheamountsodistributedtosuchLender,withinterest thereon,for each day fromand including the datesuchamount isdistributedtoit to but excluding thedateofpaymenttotheAdministrativeAgent,ataratedeterminedbytheAdministrativeAgent in accordance with banking industry rules on interbank compensation.

(c)

Deductions by Administrative Agent. If any Lender shall fail to make any paymentrequiredtobemadebyitpursuanttothisAgreement,thentheAdministrativeAgentmay, initsdiscretionandnotwithstandinganycontraryprovisionhereof,(i)applyanyamountsthereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to the Administrative Agent until all suchunsatisfiedobligationsarefullypaidor(ii)holdanysuchamountsinasegregatedaccountas cashcollateralfor,andforapplicationto,anyfuturefundingobligationsofsuchLenderunderany such Section, in the case of each of clauses (i)and (ii)above, in any order as determined by the Administrative Agent in its discretion.

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(d)

Several Obligations of Lenders. The obligations of the Lenders hereunder to makeAdvancesandtomakepaymentsareseveralandnotjoint.ThefailureofanyLendertomake any Advance or to fund any such participation or to make any such payment on any date required hereunder shallnotrelieveany other Lenderofitscorrespondingobligationtodoso onsuchdate, and no Lender shall be responsible for the failure of any other Lender to so make its Advance, to purchase its participations or to make its payment under this Agreement.

2.11

Fees.The Borrower shall pay to Lender on the date of each Advance, a fully earned and non-refundableoriginationfeeintheamountof1.00%ofsuchAdvancetobefundedfromLoanproceeds.

2.12

IncreaseintheRevolvingCommitment.TheBorrowermayrequestuponatleastfive (5) Business Days’ prior written notice, and the Administrative Agent and each increasing Lender may agree(eachinitssoleandabsolutediscretion),toincreasetheRevolvingCommitment toanamount equal to $30,000,000.00. Such increase shall be effectuated in one or more increases (such increase(s) shall be referred to herein as the “Increase Option”).

2.13

Promissory Notes.Upon the request of any Lender made through the Administrative Agent, the Borrower shall prepare, execute and deliver to such Lender a promissory note of the Borrower payabletosuchLender(or,ifrequestedbysuchLender,tosuchLenderanditsregisteredassigns)inaform approved by the Administrative Agent, which shall evidence such Lender’s Loans in addition to such records.

2.14

DefaultingLenders.

(a)

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

(i)

Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders.

(ii)

DefaultingLenderWaterfall.Anypaymentofprincipal,interest,feesor other amounts received by the Administrative Agent for the account of such Defaulting Lender(whethervoluntaryormandatory,atmaturity,orotherwise)shallbeappliedatsuch time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder;second,astheBorrowermayrequest(solongasnoDefaultorEventofDefault exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement;fourth,tothepaymentofanyamountsowingtotheLendersasaresultofany judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such DefaultingLenderorasotherwisedirectedbya courtofcompetentjurisdiction; provided

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that if (x) such payment is a payment of the principal amount of any Advances in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y)such AdvancesweremadeatatimewhentheconditionssetforthinSection4.02weresatisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Revolving Commitments. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Sectionshall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)

Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writingthataLenderisnolongeraDefaultingLender,theAdministrativeAgentwillsonotifythe parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent maydeterminetobenecessarytocausetheLoanstobeheldproratabytheLendersinaccordance with the Revolving Commitments, whereupon, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunderfromDefaultingLendertoLenderwillconstituteawaiverorreleaseofanyclaimofany party hereunder arising from that Lender’s having been a Defaulting Lender.

2.15

Extension of Stated Maturity Date. The Borrower may elect, by notice to the AdministrativeAgent,notearlierthanninety(90) daysandnotlaterthanthirty(30)dayspriortotheStated MaturityDatethenineffect hereunder (the“ExistingMaturityDate”),toextendtheStatedMaturityDate twotimes,eachforanadditionalone(1)yearperiodfromtheExistingMaturityDate(each,an“Extension Period”)solongas(x) noEventofDefaultorDefaulthasoccurredandiscontinuingonthedateonwhich notice of such extension is given or on the Stated Maturity Date, (y)the representations and warranties contained in Article Vor in any other Loan Document are true and correct on and as of the date on which notice of the such extension is givenand on the Stated Maturity Date, except to the extent that such representationsandwarrantiesspecificallyrefertoanearlierdate,inwhichcasetheyweretrueandcorrect asofsuchearlierdate,andexceptthatforpurposesofthisSection2.15,therepresentationsandwarranties contained in Section5.05 are hereby deemed to refer to the most recent financial statements furnished pursuanttoSection6.01,and(z)onorbeforetheExistingMaturityDate,Borrowerpaysallfees(including the Extension Fee) and expenses of Administrative Agent and the Lenders to the extent then due.

ARTICLEIII.

TAXES.

3.01

Taxes.

(a)

Defined Terms. For purposes of this Section3.01, the term “applicable Law” includes FATCA.

(b)

PaymentsFreeofTaxes.

(i)

AnyandallpaymentsbyoronaccountofanyobligationofanyLoanParty underanyLoanDocumentshallbemadewithoutdeductionorwithholdingforanyTaxes, except as required by applicable Laws.

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(ii)

If any Loan Party shall be required by applicable Law (as determined in the good faith discretion of such Loan Party) to withhold or deduct any Taxes from any paymentbyoronaccountof any obligation ofsuchLoan Party,then(A)such Loan Party shallwithholdormakesuchdeductionsasaredeterminedbytheapplicableLoanPartyto berequired,and(B)theapplicableLoanPartyshalltimelypaythefullamountwithheldor deducted to the relevant Governmental Authority in accordance with applicable Law.

(c)

Increased Amount.If anyLoan Partyisrequiredby applicable Lawtodeduct or withhold any Taxes from such payments and such Tax is an Indemnified Tax, then the amount payable by such Loan Party shall be increased so that after all such required deductions or withholdings are made (including deductions or withholdings applicable to additional amounts payable underthis Section3.01), Administrative Agent receives anamountequalto the amountit would have received had no such deduction been made.

(d)

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

(e)

IndemnificationbytheBorrower.TheBorrowershallindemnifyAdministrative Agent,andshallmakepaymentinrespectthereofwithin10daysafterdemandtherefor,forthefull amount of any Indemnified Taxes (including Indemnified Taxes imposed on or attributable to amounts payable under thisSection3.01) paid or payable by the AdministrativeAgent on or with respect to an amount payable by the Borrower under or in respect to this Agreement or under any other Loan Document (or required to be withheld or deducted from any such amount paid to the Administrative Agent), together with any penalties, interest and reasonable expenses arising therefromandwithrespectthereto,whetherornotsuchIndemnifiedTaxeswerecorrectlyorlegally imposedorassertedbytherelevantGovernmentalAuthority.AcertificatefromtheAdministrative AgentastotheamountofsuchpaymentorliabilitydeliveredtotheBorrowerbytheAdministrative Agent shall be conclusive absent manifest error.

(f)

Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section10.07(g) relating to the maintenance of a Participant Register and (iii)any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the AdministrativeAgentinconnectionwithanyLoanDocument,andanyreasonableexpensesarising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment orliabilitydeliveredtoanyLenderbytheAdministrativeAgentshallbeconclusiveabsentmanifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amountsatanytimeowingtosuchLenderunderanyLoanDocumentorotherwisepayablebythe Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 3.01(f).

(g)

EvidenceofPayments.UponrequestbyAdministrativeAgent,afteranypayment of Taxes by the Borrower to a Governmental Authority as provided in this Section3.01, the Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued bysuchGovernmentalAuthorityevidencingsuchpayment,acopyofanyreturnrequiredbyLaws toreportsuchpaymentorotherevidenceofsuchpaymentreasonablysatisfactorytoAdministrative Agent.

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(h)

Statusof Lenders.

(i)

Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permitsuchpaymentstobemadewithoutwithholdingoratareducedrateofwithholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent,shalldeliversuchotherdocumentationprescribedbyapplicableLaworreasonably requestedbytheBorrowerortheAdministrativeAgentaswillenabletheBorrowerorthe Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contraryintheprecedingtwosentences,thecompletion,executionandsubmissionofsuch documentation (other than such documentation set forth in paragraphs(h)(ii)(A), (ii)(B) and(ii)(D) of this Section) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)

Withoutlimitingthegeneralityoftheforegoing,

(A)

anyLenderthatisaU.S.PersonshalldelivertotheBorrowerand the Administrative Agent on or about the date on which such Lender becomes a LenderunderthisAgreement(andfromtimetotimethereafteruponthereasonable request of the Borrower or the Administrative Agent), executed copies of IRS FormW-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)

any Foreign Lender shall, to the extent it is legally entitled to do so,delivertotheBorrowerandtheAdministrativeAgent(insuchnumberofcopies as shallberequestedbytherecipient)onoraboutthe dateon whichsuch Foreign LenderbecomesaLenderunderthisAgreement(andfromtimetotimethereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1)

in the case of a Foreign Lender claiming the benefits of anincometaxtreatyto whichtheUnitedStatesisaparty(x)withrespect topaymentsofinterestunderanyLoanDocument,executedcopiesofIRS FormW-8BEN or IRS FormW-8BEN-E, as applicable, establishing an exemptionfrom,orreductionof,U.S.federalwithholdingTaxpursuantto the “interest” articleof such tax treaty and (y)with respect to any other applicable payments under any Loan Document, IRS FormW-8BEN or IRS FormW-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)

executedcopiesofIRSFormW-8ECI;

(3)

in the case of a Foreign Lender claiming the benefits of theexemptionforportfoliointerestunderSection881(c)oftheCode,(x)a

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certificate substantially in the form of ExhibitE-1 to the effect that such ForeignLenderisnota“bank”withinthemeaningof Section881(c)(3)(A)of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section871(h)(3)(B)of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section881(c)(3)(C)of the Code (a “U.S. Tax Compliance Certificate”) and (y)executed copies of IRS FormW-8BEN or IRS FormW 8BEN-E, as applicable; or

(4)

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

(C)

any Foreign Lender shall, to the extent it is legally entitled to do so,delivertotheBorrowerandtheAdministrativeAgent(insuchnumberofcopies as shallberequestedbytherecipient)onoraboutthe dateon whichsuch Foreign LenderbecomesaLenderunderthisAgreement(andfromtimetotimethereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,togetherwithsuchsupplementarydocumentationasmaybeprescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)

if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including thosecontainedin Section1471(b) or1472(b) of theCode, as applicable), such Lender shall deliver to the Borrower and the Administrative Agentatthetimeortimesprescribedbylawandat such timeortimesreasonably requested by the Borrower or the Administrative Agent such documentation prescribedbyapplicableLaw(includingasprescribedbySection1471(b)(3)(C)(i)of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause(D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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EachLenderagreesthatifanyformorcertificationitpreviouslydeliveredexpires orbecomesobsoleteorinaccurateinanyrespect,itshallupdatesuchformorcertification orpromptlynotifytheBorrowerandtheAdministrativeAgentinwritingofitslegal inability to do so.

(i)

Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnifiedpursuanttothisSection3.01(includingbythepaymentofadditionalamountspursuant to this Section3.01), it shall pay to the indemnifying party an amount equal to such refund (but onlytotheextentofindemnitypaymentsmadeunderthisSectionwithrespecttotheTaxesgiving risetosuchrefund),netofallout-of-pocketexpenses(includingTaxes)ofsuchindemnifiedparty and without interest (other than any interest paid by the relevant Governmental Authority with respecttosuchrefund).Suchindemnifyingparty,upontherequestofsuchindemnifiedparty,shall repay to such indemnified party the amount paid over pursuant to this paragraph (i)(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph(i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (i)the paymentofwhichwouldplacetheindemnifiedpartyinalessfavorablenetafter-Taxpositionthan the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification paymentsoradditionalamountswithrespecttosuchTaxhadneverbeenpaid.Thisparagraphshall not be construed to require any indemnified party to make available its Tax returns (or any other informationrelatingtoits Taxesthat it deemsconfidential)totheindemnifying partyor any other Person.

3.02

IncreasedCosts.

(a)

IncreasedCostsGenerally.IfanyChangeinLawshall:

(i)

impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement);

(ii)

subject Administrative Agent or any Lender to any Tax (except for Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii)

impose on Administrative Agent or any Lender any other condition affecting this Agreement or the Loan made by Lenders; and the result of any of the foregoing shall be to increase the cost to any Lender of making or maintaining the Loan (or of maintaining its obligation to make any Advance) or to reduce the amount of any sum received or receivable by Administrative Agent hereunder (whether of principal,interest or any other amount)then, upon request of Administrative Agent, the Borrower will pay to Administrative Agent such additional amount or amounts as will compensate Administrative Agent and Lender for such additional costs incurred or reduction suffered.

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(b)

Capital Requirements. If any Lender determines that any Change in Law affectingsuchLenderoranyLendingOfficeofsuchLenderorsuchLender’sholdingcompany,if any, regarding capital requirements has or would have the effect of reducing the rate of return on suchLender’scapitaloronthecapitalofsuchLender’sholdingcompany,ifany,asaconsequence ofthisAgreement,theRevolvingCommitmentsofsuchLenderortheLoanmadebysuchLender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of Lender’sholdingcompanywithrespecttocapitaladequacy),thenfromtimetotimetheBorrower willpaytosuchLendersuchadditionalamountoramountsaswillcompensatesuchLenderorsuch Lender’s holding company for any such reduction suffered.

(c)

Certificates for Reimbursement. A certificate of a Lender, prepared in good faith,settingforthinreasonabledetailthebasisforcalculatingtheamountoramountsnecessaryto compensate suchLenderoritsholdingcompany, asthecase maybe,asspecifiedinsubsection (a)or (b)of this Section3.02 and delivered to the Borrower shall be conclusive absent manifest error.TheBorrowershallpaysuchLendertheamountshownasdueonanysuchcertificatewithin 10 days after receipt thereof.

(d)

Delay in Requests. Failure or delay on the part of any Lender to demand compensationpursuanttotheforegoingprovisionsofthisSection3.02shallnotconstituteawaiver of such Lender’s right to demand such compensation; providedthat the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductionssufferedmorethanninemonthspriortothedatethatsuchLendernotifiestheBorrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

3.03

MitigationofObligations;ReplacementofLenders.

(a)

DesignationofaDifferentLendingOffice.IfanyLenderrequestscompensation under Section3.02, or requires Borrower to pay any Indemnified Taxes or additional amounts to anyLenderoranyGovernmentalAuthorityfortheaccountofanyLenderpursuanttoSection3.01, then such Lender shall (at the request of Borrower)use reasonable efforts to designate a different LendingOfficeforfundingorbookingitsAdvanceunderthisAgreementortoassignitsrightsand obligationsunderthisAgreementtoanotherofitsoffices,branchesoraffiliates,if,inthejudgment of such Lender, such designation or assignment (i)would eliminate or reduce amounts payable pursuanttoSection3.01orSection3.02,asthecasemaybe,inthefuture,and(ii)wouldnotsubject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)

Replacement of Lenders; Prepayment.If any Lender requests compensation underSection3.02,orifBorrowerisrequiredtopayanyIndemnifiedTaxesoradditionalamounts toanyLenderoranyGovernmentalAuthorityfortheaccountofanyLenderpursuantto Section3.01 and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section3.03(a), or if any Lender is a Defaulting Lender or a Non-Consenting Lender,then Borrower may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, (i)prepay, without any fee or penalty, the outstanding principalofsuchLender’sproratashareoftheLoanplusaccruedinterestthereon,andifasaresult the remaining Loans or Revolving Commitments exceed (A)the aggregate Revolving

27

Commitments or (B)the Lenders’ pro rata share of the Revolving Commitments, the Revolving Commitments shall be automatically reduced by the amount of such excess, or (ii)subject to the provisionbelow,requiresuchLendertoassignanddelegate,withoutrecourse(inaccordancewith and subject to the restrictions contained in, and consents required by, Section10.07), all of its interests,rights(otherthanitsexistingrightstopaymentspursuanttoSection3.01or Section3.02)andobligationsunderthisAgreementandtherelatedLoanDocumentstoanassignee thatshallassumesuchobligations(whichassigneemaybeanotherLender,ifaLenderacceptssuch assignment); provided that:

(i)

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

(ii)

inthecaseofanysuchassignmentresultingfromaclaimforcompensation under Section3.02 or payments required to be made pursuant to Section3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iii)

suchassignmentdoesnotconflictwithapplicableLaw;and

(iv)

in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver, or consent.

ALendershall not be requiredto makeany such assignment or delegation if, prior thereto, as aresultofa waiver by such Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

3.04

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

3.05

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

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ARTICLEIV.

CONDITIONSPRECEDENTTOADVANCES.

4.01

Conditions to Initial Advance. The obligation of Lenders to make the initial Advance hereunder is subject to satisfaction of the following conditions precedent:

(a)

Administrative Agent’s receipt of the following, eachof whichshall be originals, copies thereof in PDF format or facsimiles (followed promptly by originals) unless otherwise specified,eachproperlyexecutedbyaResponsibleOfficeroftheBorrower,eachdatedtheClosing Date(or,inthecaseofcertificatesofgovernmentalofficials,arecentdatebeforetheClosingDate) and each in form and substance reasonably satisfactory to Administrative Agent and its legal counsel:

(i)

dulyexecutedcounterpartsofthisAgreement;

(ii)

theNote;

(iii)

[Reserved];

(iv)

theGuaranty;

(v)

[Reserved];

(vi)

thecertifiedcopiesoftheOrganizationDocumentsofeachLoanParty;

(vii)

[Reserved];

(viii)

suchcertificatesofresolutionsorotheraction,incumbencycertificatesand othercertificatesofResponsibleOfficersofeachLoanPartyasAdministrativeAgentmay requireevidencingtheidentity,authorityandcapacityofeachResponsibleOfficerthereof authorizedtoactasaResponsibleOfficerinconnectionwiththisAgreementandtheother Loan Documents;

(ix)

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

(x)

certificatesattestingtotheSolvencyofeachLoanParty(onaconsolidated basis)beforeandaftergivingeffecttotheLoan,fromaResponsibleOfficerofeachLoan Party;

(xi)

acertificateofaResponsibleOfficerofeachLoanPartyeither(A)attachingcopiesofallconsents,licensesandapprovalsrequiredinconnectionwiththe execution,deliveryandperformancebyeachLoanPartyandthevalidityagainsteachLoan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B)stating that no such consents, licenses or approvals are so required;

(xii)

a certificate signed by a Responsible Officer of each Loan Party certifyingthattherehasbeennoeventorcircumstancesincethedateoftheFinancialsthat has had orcould bereasonably expectedto have,eitherindividually orin the aggregate, a Material Adverse Effect;

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(xiii)

adulycompletedproformaComplianceCertificateasoftheClosingDate signed by a Responsible Officer of each Loan Party;

(xiv)

acopyoftheFinancialsasofarecentdateacceptabletotheAdministrative Agent, certified by a Responsible Officer of the each Loan Party;

(xv)

a current survey for the Property, in the same form and prepared by a professional land surveyor licensed in the state in which the Property is located or otherwise reasonably acceptable to Administrative Agent.The surveyor’s seal shall be affixedtoeachsurveyandshalldesignatewhetheralloranyofsuchPropertyislocatedin a “one hundred year flood hazard area”;

(xvi)

a (i) PhaseIenvironmentalreportand,ifrecommendedunder the PhaseI environmentalreport,aPhaseIIenvironmentalreportfromanationallyrecognized environmental consultant approved by Administrative Agent, each dated no more than sixty(60)dayspriortothedateoftheAdvance,notlessthanten(10)BusinessDaysprior to the Advance, which report(s) shall show no environmental conditions or Hazardous Substances at the Property and be otherwise reasonably acceptable to Administrative Agent, and (ii) if the Property is located in an area with a high degree of seismic activity, a seismic report and analysis, including SEL/SUL calculations acceptable to Administrative Agent;

(xvii)

aphysicalconditionsreportwithrespecttothePropertyfromanationally recognized structural consultant approved by Administrative Agent dated no more than sixty(60)dayspriortothedateoftheAdvance,withsuchstatementsandconclusionsthat are reasonably acceptable to Administrative Agent; and

(xviii)

a zoning report regarding the Property from The Planning & Zoning ResourceCompanyoranothernationallyrecognizedzoningconsultantconfirmingthatthe Propertyisincompliance(orlegalnon-conformance)inallmaterialrespectswithallwith zoning, subdivision and building laws and any other applicable legal requirements (including, without limitation, zoning, subdivision and building laws).

(b)

Anyreasonableanddocumentedfeesandexpensesrequiredtobepaidonorbefore the Closing Date shall have been paid.

4.02

ConditionstoeachAdvance.TheobligationofLenderstohonoranyNoticeofBorrowing (including without limitation, the initial Advance) is subject to the following conditions precedent:

(a)

The representations and warranties contained in ArticleV or any other Loan Document shall be true andcorrectin all materialrespects on and as of the date of such Advance, excepttotheextentthatsuchrepresentationsandwarrantiesspecificallyrefertoanearlierdate,in which case they shall be true and correct in all material respects as of such earlier date.

(b)

No Default or Event of Default shall exist, or would result from such proposed Advance or from the application of the proceeds thereof.

(c)

Administrative Agent shall have received a Notice of Borrowing in accordance with the requirements hereof.

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(d)

Administrative Agentshallhavereceived acurrentsurvey fortheProperty,inthe sameformandpreparedbyaprofessionallandsurveyorlicensedinthestateinwhichtheProperty islocatedorotherwisereasonablyacceptabletoAdministrativeAgent.Thesurveyor’ssealshall be affixed to each survey and shall designate whether all or any of such Property is located in a “one hundred year flood hazard area”.

(e)

Administrative Agent shall have received a (i) Phase I environmental report and, if recommended under the Phase I environmental report, a Phase II environmental report from a nationallyrecognizedenvironmental consultantapprovedbyAdministrativeAgent,eachdatedno more than sixty (60) days prior to the date of the Advance, not less than ten (10) Business Days prior to the Advance, which report(s) shall show no environmental conditions or Hazardous SubstancesatthePropertyandbeotherwisereasonablyacceptabletoAdministrativeAgent,and (ii) ifthePropertyislocatedinanareawithahighdegreeofseismicactivity,aseismicreportand analysis, including SEL/SUL calculations acceptable to Administrative Agent.

(f)

AdministrativeAgentshallhavereceivedaphysicalconditionsreportwithrespect to the Property from a nationally recognized structural consultant approved by Administrative Agent dated no more than sixty (60) days prior to the date of the Advance, with such statements and conclusions that are reasonably acceptable to Administrative Agent.

(g)

Administrative Agent shall have received a zoning report regarding the Property from The Planning & Zoning Resource Company or another nationally recognized zoning consultantconfirmingthatthePropertyisincompliance(orlegalnon-conformance)inallmaterial respects with all with zoning, subdivision and building laws and any other applicable legal requirements (including, without limitation, zoning, subdivision and building laws).

Each Notice of Borrowing submitted by the Borrower shall be deemed to be a representation and warrantybytheBorrowerthattheconditionsspecifiedinthisSection4.02havebeensatisfiedonandasof the date of the applicable Advance.

ARTICLEV.

REPRESENTATIONSANDWARRANTIESOFTHEBORROWER.

TheBorrowerrepresentsandwarrantstoAdministrativeAgentandtheLendersonthedatehereof and on the date of each Advance that:

5.01

Existence,QualificationandPower.EachLoanPartyisdulyorganized,validlyexisting, andingoodstandingundertheLawsofthejurisdictioninwhichitisorganized,formedorincorporated(as applicable).EachLoanPartyisproperlylicensed,and,ingoodstandingandincompliancewithfictitious name statutes in each such jurisdiction where the nature of its activities requires such compliance or licensing and where such failure to do so materially and adversely affects Administrative Agent’s or any Lender’s rights under the Loan Documents.

5.02

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

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5.03

Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, any Loan Party of this Agreement or any other Loan Document. Each Loan Party has all licenses, permits and approvals necessary for the conduct of its business.

5.04

BindingEffect.ThisAgreementhasbeen,andeachotherLoanDocument,whendelivered hereunder, will have been, duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Party party hereto or thereto, as applicable, enforceableagainstsuchLoanPartyinaccordancewithitsterms,exceptasmaybelimitedbybankruptcy, insolvency,examinershiporotherLaws,noworhereafterineffect,relatingtooraffectingcreditors’rights generally or by general principles of equity.

5.05

FinancialStatements;NoMaterialAdverseEffect.

(a)

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

(b)

SincethedateoftheFinancials,therehasbeennoMaterialAdverseEffect.

5.06

EnvironmentalMatters.NofacilityofanyLoanPartyisusedfor,ortotheknowledgeof any Loan Party has been used for, storage, treatment, or disposal of any Hazardous Substance in violation of any applicable Environmental Law, other than violations that individually or collectively would not constituteaMaterialAdverseEffect.NoLoanPartyknowsofanyenvironmentalconditionorcircumstance adversely affecting its assets, properties, or operations that could reasonably be expected to result in a Material Adverse Effect.

5.07

Litigation. Except as disclosed to Administrative Agent, including as disclosed in VineBrookHomes’sfilingswiththeSecuritiesandExchangeCommission,noLoanPartyissubject to,or aware of the threat of, any Litigation involving any Loan Party which, (a)purports to affect or pertain to thisAgreement,anyotherLoanDocument,oranyofthetransactionscontemplatedbytheLoanDocuments, or (b) if determined adversely to any Loan Party could reasonably be expected to result in a Material Adverse Effect.

5.08

Insurance.TheLoanPartiesmaintaintheinsurancerequiredunderSection6.06.

5.09

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

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5.10

ERISA.

(a)

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

(b)

Borrowerhasfulfilleditsobligations,ifany,undertheminimumfundingstandards of ERISA and the Code with respect to each Employee Plan that is subject to TitleIV of ERISA, andhasnotincurredanyliabilitywithrespecttoanysuchEmployeePlanunderTitleIVofERISA.

(c)

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

(d)

WithrespecttoanyEmployeePlansubjecttoTitleIVofERISA:(i)noreportable eventhasoccurredunderSection4043(c)ofERISAforwhichthePensionBenefitGuaranty Corporation requires thirty(30) day notice, (ii)no action by Borrower or any ERISA Affiliate to terminateorwithdrawfromanyEmployeePlanhasbeentakenandnonoticeofintenttoterminate anEmployeePlanhasbeenfiledunderSection4041ofERISA,(iii)noterminationproceedinghas been commenced with respect to an Employee Plan under Section4042 of ERISA, and no event has occurred or condition exists which might constitute grounds for the commencement of such a proceeding.

5.11

PurposeofFacility.

(a)

Borrower shall use the proceeds of the Loans to fund (i) the acquisition of Propertiesbyitssubsidiaries,and(ii)theworkingcapitalneedsoftheBorroweranditssubsidiaries.

(b)

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

5.12

Liens.NoLienexistsonanyassetofanyLoanParty,otherthanPermittedLiens.

5.13

Debt.NoLoanPartyisanobligoronanyDebt,otherthanPermittedDebt.

5.14

OwnershipofAssets;IntellectualProperty.

(a)

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

(b)

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

33

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

5.15

Placeof Business. The location ofeach Loan Party’splace ofbusiness orchiefexecutive office is set out on Schedule5.16.The books and records of each Loan Party are located at its place of business or chief executive office or with its designee as shown on Schedule 5.16.

5.16

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

5.17

MaterialContractsandFundedDebt.NoLoanPartyisapartytoanyMaterialContract, other than the Loan Documents and the Material Contracts disclosed to Administrative Agent, including thoseonSchedule5.17.NoLoanPartyhasbreachedorisindefaultunderanyMaterialContractorFunded Debt obligation beyond any applicable notice and opportunity to cure periods.

5.18

OFAC. The Borrower is not, nor any of its Subsidiaries, nor any Responsible Officer or, totheirknowledge,anyemployeethereof,isanindividualorentitythatis,orisownedorcontrolledbyany individual or entity that is (i)currently the subject or target of any Sanctions or (ii) located, organized or resident in a Designated Jurisdiction.

5.19

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

5.20

Anti-Corruption Laws. The Borrower and each of its Subsidiaries have conducted their businessesincompliancewith(a)theTradingwiththeEnemyAct,theInternationalEmergencyEconomic Powers Act, and each of the foreign assets control regulations of the United States Treasury Department (31CFR,SubtitleBChapterV,asamended),(b)theActandotherfederalorstateLawsrelatingto“know yourcustomer”andanti-moneylaunderingrulesandregulations,and(c)theUnitedStatesForeignCorrupt PracticesAct(thelawsdescribedintheforegoingclauses(a),(b)and(c),the“ApplicableAnti-Corruption Laws”).

5.21

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

5.22

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

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ARTICLE VI.

AFFIRMATIVECOVENANTS.

So long as the Loan or other Obligations hereunder shall remain unpaid or unsatisfied (other than contingent obligations against which no claim has been asserted), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each other Loan Party to:

6.01

FinancialStatements.DelivertoAdministrativeAgent,informanddetailsatisfactoryto Administrative Agent:

(a)

as soonasavailable,but inany event, within 120 daysafter the end of each fiscal yearofeachLoanParty(commencingwiththefiscalyearendingDecember31,2024),anaudited consolidated balance sheet of each Loan Party as at the end of such fiscal year, and the related consolidatedauditedstatementsofincomeoroperations,changesinshareholders’equity,andcash flowsforsuchfiscalyear,settingforthineachcaseincomparativeformthefiguresfortheprevious fiscalyear,allpreparedinaccordancewithGAAPappliedonabasisconsistentwithpriorpractices, andinreasonabledetailandreporteduponwithoutqualificationbyanindependentcertifiedpublic accountingfirmselectedbysuchLoanParties,andreasonablysatisfactorytoAdministrativeAgent (the “Accountants”);

(b)

as soon as available, but in any event within 45 days after the end of each fiscal quarterofeachLoanParty,abalancesheetofeachLoanPartyandtheirwhollyownedsubsidiaries as at the end of such fiscal quarter (commencing with the fiscal quarter ended March 31, 2026), and the related statements of income or operations and shareholders’ equity, and cash flows for such fiscal quarter, certified by a Responsible Officer of or on behalf of each Loan Party with a certification that such financials fairly present the financial condition, results of operations, and shareholders’ equity of such Loan Party.

6.02

Certificates;OtherInformation.DelivertoAdministrativeAgentinformanddetail satisfactory to Administrative Agent:

(a)

as soon as available, but in any event within 45 days after the end of each fiscal quarter of the Loan Parties, a duly completed Compliance Certificate signed by a Responsible Officer of each Loan Party; and

(b)

as soon as available, but in any event within 120 days after the end of each fiscal yearoftheLoanParties,adulycompletedComplianceCertificatesignedbyaResponsibleOfficer of each Loan Party.

6.03

Notices.PromptlynotifyAdministrativeAgent:

(a)

notice, promptly after any Loan Party receives notice of, or otherwise becomes aware of, (i)the institution of any Litigation involving any Loan Party for which the monetary amountatissueisgreaterthan$500,000,individuallyorintheaggregate,(ii)anymaterialliability orallegedliabilityunderanyEnvironmentalLawarisingoutof,ordirectlyaffecting,theproperties or operations of such Loan Party, (iii)any substantial dispute with any Governmental Authority,(iv)the incurrence of any material contingent Debt, (v)any Loan Party’s execution of a Material Contract (or any Loan Party’s agreement to execute a Material Contract), and (vi)a Default or EventofDefault,specifyingthenaturethereofandwhatactioneachLoanPartyhastaken,istaking, or proposes to take;

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(b)

at least (i)thirty(30) days prior written notice of (A)any proposed relocation of itsplaceofbusinessorprincipalplaceofbusiness,(B)anyproposedrelocationoftheplacewhere its books and records relating to accounts and general intangibles are kept, and (C)any change in thename,legalstructure,placeofbusiness,orchiefexecutiveofficeofanyLoanParty,or (ii)ten(10) days prior written notice of any proposed relocation of any of the Collateral to a location other than those set out on Schedule 5.16;

(c)

at least thirty(30) days prior written notice of any Acquisition or creation of a Subsidiary by Borrower, or that any Person has become a Subsidiary of any Loan Party. Nothing in this Section6.03(c) shall be construed as permitting the Acquisition of, or creation of, a Subsidiary in contravention of this Agreement;

(d)

atleastten(10)days’priorwrittennoticeofBorrower’ssale,assignment,transfer, conveyance or disposition (which for the avoidance of doubt, does not include a maturity of any Collateral) of any of the Collateral; and

(e)

(i)of any change in director indirect ownership interests in Borrower as reported ina“BeneficialOwnershipCertification”providedtoAdministrativeAgentorLenderspriortoor in connection with the execution of this Agreement, or (ii)if the individual with significant managerial responsibility identified in the certification ceases to have that responsibility or if the information reported about that individual changes; provided that, Borrower and each other Loan PartyagreetoprovidesuchinformationanddocumentationasAdministrativeAgentoranyLender mayrequestduringthetermofthisAgreementtoconfirmorupdatethecontinuedaccuracyofthe information provided in connection with the foregoing.

Each notice pursuant to this Section6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action theBorrowerhastakenandproposetotakewithrespectthereto.EachnoticepursuanttoSection6.03(a)(vi) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04

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

6.05

Maintenance of Existence, Assets, and Business. Except as otherwise permitted by Section7.04, (a)maintain its existence and good standing in its state of organization, and (b) maintain its authority to transact business and good standing (if applicable) in all other jurisdictions where the nature andextentofitsbusinessandpropertiesrequireduequalificationandgoodstandingwherefailuretodoso under this clause(b) would result in a Material Adverse Effect, (c)maintain all licenses, permits and franchises necessary for itsbusiness where failure to do so would result in a Material Adverse Effect, and (d)keepallofitsassetsthatareusefulinandnecessarytoitsbusinessingoodworkingorderandcondition (ordinary wear and tear and damage by insured casualty excepted) and make all necessary repairs and replacements.

6.06

Insurance.UponthepriorwrittenrequestofAdministrativeAgent,andnolaterthanthirty (30) days from Borrower’s receipt of Administrative Agent’s written request therefor, maintain liability insurancewithfinanciallysoundandreputableinsurancecompanies,notAffiliatesoftheBorrower,insuch amountsandagainstsuchrisksasarecustomarilymaintainedbycompaniesengagedinthesameorsimilar businesses and operating in the same or similar locations.

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6.07

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

6.08

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

6.09

InspectionRights;Inspections.

(a)

Upon reasonable notice to Borrower and any applicable Loan Party, allow Administrative Agent (or its Representatives) at Administrative Agent’s cost and expense during normal business hours or at other mutually agreed upon times to inspect each Loan Party’s properties and examine, and, at Administrative Agent’s cost and expense, make copies of books and records (including without limitation, redacted versions of the books, records and reports covering the Collateral), and so long as no Event of Default has occurred and is continuing, any suchinspectionshallnotoccurmorethanonetimeduringany12-monthperiod.Notwithstanding the foregoing, if Administrative Agent desires to viewor copy any investor and/or partner lists of anyLoanParty,AdministrativeAgentmustexecuteaconfidentialityandnon-disclosureagreement with Borrower or such party prior to Borrower’s disclosure of such information. The AdministrativeAgentandeachLenderherebyacknowledgesandagreesthatitshallnotcontactthe Loan Parties’ investors or partners at any time.

(b)

If any of the Loan Parties’ properties, books or records are in the possession of a third party, upon seven(7) Business Days prior written notice to the applicable Loan Party, such LoanPartyshallauthorizethatthirdpartytopermitAdministrativeAgentoritsRepresentativesto haveaccesstoperforminspections,examsorauditsandtorespondtoAdministrativeAgent’s requests forinformation concerning such properties, books and records at Administrative Agent’s costandexpenseandunlessanEventofDefaulthasoccurredandiscontinuing,notmorethanone time during any 12-month period; provided that such Loan Party may, but will not be required by Administrative Agent to, accompany Administrative Agent or its Representative.Administrative Agentmaydiscuss,fromtimetotime,anyoftheLoanParties’affairs,conditionsandfinanceswith its Representatives and certified public accountants.

(c)

PermitAdministrativeAgenttoobtainAppraisalswithrespecttoanyProperty (i)onanannualbasis,and(ii)upontheoccurrenceandduringthecontinuanceofanEventof Default.

6.10

UseofProceeds.UsetheproceedsoftheLoansonlyforthepurposesrepresentedin Section5.11.

6.11

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

6.12

CovenanttoGiveSecurity.

(a)

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

37

reasonably necessary or desirable to subject such property to the Liens now or hereafter intended to be covered by any of the Collateral Documents.

(b)

Promptly upon request byAdministrative Agent (i)correct anymaterial defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii)do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-registeranyand all suchfurther acts,certificates,assurancesand otherinstruments as Administrative Agent may reasonably require from time to time in order to (A)carry out more effectively the purposes of the Loan Documents, (B)to the fullest extent permitted by applicable Law,subjectanyLoanParty’soranyofitsSubsidiaries’(exceptanyForeignSubsidiary’s)assets, rightsorinterestsrelatingtotheCollateraltotheLiensnoworhereafterintendedtobecoveredby any of the Collateral Documents, (C)perfect and maintain the validity, effectiveness and priority ofanyoftheCollateralDocumentsandanyoftheLiensintendedtobecreatedthereunderand (D)assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto Administrative Agent the rights granted or now or hereafter intended to be granted to Administrative Agent under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries (except anyForeignSubsidiary)isoristobeaparty,andcauseeachofitsSubsidiaries(exceptanyForeign Subsidiary) to do so.

6.13

ERISA. Promptly during each year (a)pay contributions adequate to meet at least the minimumfundingstandards under ERISAwithrespectto eachandeveryEmployee Planthatissubjectto TitleIV of ERISA, (b)file each annual report required to be filed pursuant to ERISA in connection with each Employee Plan for each year, and (c) notify Administrative Agent within ten(10) days after the occurrence of any reportable event under Section4043(c) of ERISA that might constitute grounds for terminationofanyEmployeePlanthatissubjecttoTitleIVofERISAbythePensionBenefitGuaranty CorporationorfortheappointmentbytheappropriateUnitedStatesDistrictCourtofatrusteetoadminister any Employee Plan that is subject to Title IV of ERISA.

6.14

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

6.15

MaintenanceofCollateral.AfteraMortgageTriggerEvent,theLoanPartiesshallensure that Administrative Agent shall (subject to the Permitted Liens) have a first priority perfected security interest in, and Lien upon, the applicable Collateral and any and all products and proceeds thereof.

.

(a)

IfaMortgageTriggerEventhasoccurredandiscontinuing,AdministrativeAgent may,atitssolediscretionandatBorrower’scost,bydeliveringwrittennoticetoBorrower,require BorrowertocauseitssubsidiarythatownstheapplicablePropertytoexecuteanddeliveraSecurity InstrumentandprocureTitleInsurancePolicyforthebenefitofAdministrativeAgentwithrespect toeachapplicableProperty.BorrowershallreasonablycooperatewithAdministrativeAgentinthe preparation and recordation of Security Instruments that are required to be executed and/or delivered hereunder and will, within fifteen (15) days of receipt of written notice from Administrative Agent that it is executing its right to obtain the Security Instrument (or such later dateasAdministrativeAgentmayreasonablyagree),executeanddelivertoAdministrativeAgent such Security Instrument in recordable form, together with all documents, affidavits, instruments, mortgage recording tax forms and other undertakings necessary to promptly effect such recordations.

(b)

Borrowershallpayallcostsassociatedwithexecuting,deliveringandrecordinga Security Instrument, including all recordation taxes with respect to such Security Instrument, any costsand/orexpensesrelatedtotheassemblyofsuchSecurityInstrumentandthedeliverythereof totheproperGovernmentalAuthorityforrecordation,reasonableout-of-pocketduediligencecosts

38

andexpensesandanyreasonableout-of-pocketattorneys’feesorreasonableout-of-pocketfeesfor other professionals incurred in connection with the recordation of such Security Instrument and shallpaythecostofprovidingTitleInsurancePoliciesandthereasonableout-of-pocketattorneys’ fees incurred in the delivery of legal opinions in connection with such Security Instrument.

ARTICLE VII.

NEGATIVECOVENANTS.

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

7.01

Liens.

(a)

Create,incur,assumeorsuffertoexistanyLienuponanyofitsproperty,assetsor revenues, whether now owned or hereafter acquired, other than Permitted Liens; or

(b)

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

7.02

LoansandInvestments.MakeanyInvestmentsorextendcredittoanyotherPerson, except:

(a)

existingextensionsofcreditdisclosedtoAdministrativeAgentinwriting;

(b)

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

(c)

extensionsofcreditinthenatureofaccountsreceivableornotesreceivablearising fromthesale or lease ofgoods orservicesinthe ordinary course of businessto Persons which are not Affiliates;

(d)

demanddepositaccountsmaintainedintheordinarycourseofbusiness;

(e)

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

(f)

transactionspermittedbySection7.03;and

(g)

PermittedInvestments.

7.03

Indebtedness.Create,incur,assumeorsuffertoexistanyDebt,exceptPermittedDebt.

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7.04

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

(a)

Any Loan Party (which for purposes of clarification includes, without limitation, aPersonthatwaspermittedorispermittedtobeacquiredinaccordancewiththisAgreement)may mergeorconsolidatewithoracquireEquityInterestsinorassetsofanotherLoanPartyand,inthe caseofsuchmergerorconsolidationor,inthecaseoftheconveyanceordistributionofallofsuch assets, the non-surviving or selling entity, as the case may be, may be liquidated, wound up or dissolved; provided that, if Borrower is a party to such Acquisition, merger or consolidation, a Borrower must be the purchasing or surviving entity, as applicable.

7.05

Dispositions.MakeanyDispositionorenterintoanyagreementtomakeanyDisposition, except:

(a)

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

(b)

Dispositionsofinventoryintheordinarycourseofbusiness;

(c)

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

(d)

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

(e)

theleasingorsubleasingofassetsintheordinarycourseof business;

(f)

DispositionspermittedbysuchLoanParty’sOrganizationDocuments;and

(g)

totheextentpermittedbySection7.04.

7.06

RestrictedPayments.DeclareormakeanyRestrictedPaymentotherthan:

(a)

TaxDistributions;

(b)

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

(c)

IntentionallyOmitted;and

(d)

provided that no Default orEvent of Defaultthen exists or wouldarise as a result of such Restricted Payments, other Restricted Payments.

No Loan Party may enter into or permit to exist any arrangement or agreement (other than this Agreement) that prohibits it from paying dividends or making other Restricted Payments.With the prior writtenconsentoftheAdministrativeAgent,whichconsentshallnotbeunreasonablywithheld,intheevent ofthesale,assignmentortransferofanyCollateralandaLoanPartywishestomakeaRestrictedPayment

40

in connection therewith or in the event that a Loan Party wishes to sell, assign or dissolve the Borrower, such Loan Party may submit a written request to the Administrative Agent describing the particular event andtheconsentrequested,whichtheAdministrativeAgentshallrespondtowithin10(ten)daysofreceipt ofsuchrequest.TheLoanPartiesandAdministrativeAgentagreetousebesteffortstomodifytheCollateral andtermsofthisAgreementandanyExhibitsandSchedulesattachedheretoasnecessarytoaccommodate any requests made by a Loan Party pursuant to this Section 7.06.

7.07

ChangeinNatureofBusiness.Engageinanybusinessexceptthebusinessinwhichitis engaged as of the Closing Date or any related business.

7.08

TransactionswithAffiliates.ExceptasdisclosedtoAdministrativeAgent,enterintoany MaterialContractoranymaterialtransactionwithanyofitsAffiliates(excludingotherLoanParties)other thantransactionsintheordinarycourseofbusinesswhichareuponfairandreasonabletermsnotmaterially less favorable to such Loan Party than such Loan Party could obtain in an arms’ length transaction with a Person that was not an Affiliate.

7.09

Compliance.

(a)

ViolatetheprovisionsofanyLawsapplicabletoit,anyagreementtowhichitisa party, or the provisions of its Organization Documents, if such violations individually or collectively would constitute a Material Adverse Effect; or

(b)

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

7.10

Assignment.

(a)

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

(b)

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

7.11

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

7.12

PrepaymentsofDebt.Voluntarilyprepayprincipalof,orintereston,anyDebt(otherthan theObligations),ifaDefaultorEventofDefaultexistsorwouldresultaftergivingeffecttosuchpayment or prepayment; or

7.13

Anti-CorruptionLawsandGovernmentRegulations.

(a)

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

(b)

NotandwillnotpermitanySubsidiaryto,(i)atanytimebeinviolationof(A)any Applicable Anti-Corruption Law, or (B)any other Law if, in the case of this subclause(B), such Loan Party’s violation of such Law would result in (1)any Lender being prohibited from making anyAdvance,(2)anylimitationontheabilityofanyLendertomakeanAdvance,or(3)anyLender

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being prohibited from otherwise conducting business with any Loan Party, or (ii)fail to provide documentary and other evidence of any Loan Party’s identity as may be requested by AdministrativeAgentoranyLenderatanytimetoenableAdministrativeAgentorsuchLenderto verify such Loan Party’s identity or to comply with any applicable Law, including Section326 of the Act.

7.14

FinancialCovenants.

(a)

Debt to Capital Ratio. Borrower shall not permit the Debt to Capital Ratio (calculated in accordance with GAAP and as reflected in the financial statements of the Loan PartiesmostrecentlydeliveredpursuanttothisAgreement)toexceed65%,determinedasofMarch 31, 2026, and on the last day of each fiscal quarter thereafter (each, a “Measurement Date”).

(b)

Net Asset Value. As of each Measurement Date, VineBrook Homes shall not permit its Net Asset Value (calculated in accordance with GAAP and as reflected in the financial statements of the Loan Partiesmost recently deliveredpursuantto this Agreement) to beless than $300,000,000.00.NetOperatingIncome.AsofeachMeasurementDate,VineBrookHomesshall notpermititsnetoperatingincomefortheMeasurementPeriodthen-endedInvestments(calculated in accordance with GAAP and as reflected in the financial statements of the Loan Parties most recentlydeliveredpursuanttothisAgreement)tobelessthan$100,000,000.00. EVENTS OF DEFAULT AND REMEDIES.

8.01

EventsofDefault.Anyofthefollowingshallconstitutean“EventofDefault”:

(a)

Non-Payment. The Borrower or any other Loan Party fails to pay when and as requiredtobepaidherein(i)anyamountofprincipalorinterestoftheLoan;providedthatthefirst twofailuresinanytwelve-monthperiodshallnotconstituteanEventofDefaultunlesssuchfailure continuesforaperiodoffive(5)days,or(ii)withinfive(5)daysafterthesamebecomesdue,any commitment or other fee due and payable hereunder or any other amount payable hereunder orunder any other Loan Document;

(b)

Specific Covenants. The Borrower or any other Loan Party fails to perform or observe any term, covenant or agreement contained in any of (i)Section6.01, 6.02 or 6.03 and suchfailurecontinuesforten(10)daysaftertheearlierofaResponsibleOfficerofsuchLoanParty obtainingknowledgethereoforBorrowerreceivingwrittennoticethereoffromtheAdministrative Agent, (ii)Section6.05(a), 6.09 or ArticleVII, or any Collateral Document beyond any notice or cureperiodprovidedtherein,or(iii)Section6.12andsuchfailurecontinuesforten(10)daysafter the earlier of a Responsible Officer of a Loan Party obtaining knowledge thereof or Borrower receiving written notice thereof from the Administrative Agent; provided that if such default is capable of being cured and such cure is being diligently pursued, such ten-day period shall be extended for an additional twenty (20) days;

(c)

OtherDefaults.AnyLoanPartyfailstoperformorobserveanyothercovenantor agreement (not otherwise expressly specified in this Section8.01)contained in any Loan Document on its part to be performed or observed and such failure continues for thirty(30)days after the earlier of Borrower obtaining knowledge thereof and receiving the written notice thereof from the Administrative Agent; provided that if such default is capable of being cured and such cureisbeingdiligentlypursued,suchthirty-day periodshallbe extended foran additionalsixty (60)days;

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(d)

FalseInformation;Misrepresentation.Anywritten,materialinformationgiven to Administrative Agent by any Loan Party is false or any representation or warranty made to LendercontainedinanyLoanDocument,atanytimeprovestohavebeenincorrectinanymaterial respect when made; provided that if such breach is reasonably susceptible of cure and does not haveaMaterialAdverseEffect,thennoEventofDefaultshallexistsolongasBorrowercuressaid breach(i)withinthenoticeandcureperiodprovidedinSection8.01(a)aboveforabreachthatcan becuredbythepaymentofmoney,(ii) withinthenoticeandcureperiodprovidedin Section8.01(b)aboveforabreachofthespecificcovenantsstatedtherein,or(iii)withinthenotice and cure period provided in Section 8.01(c) above for any other breach;

(e)

Cross-Default. Any Loan Party (i)fails to pay when due (after any applicable grace period) any Debt which (individually or in the aggregate) exceeds $750,000, or any default existsunder anyagreementwhichpermitsany Personto causeany Debt which(individuallyorin the aggregate) exceeds $750,000 to become due and payable by any Loan Party before its stated maturity;

(f)

Insolvency Proceedings, Etc. Any Loan Party (a)voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, other than a voluntary liquidation or dissolution permitted by Section7.04, (b) becomes a party to or is made the subject of any proceedingprovidedforbyanyDebtorReliefLaw(otherthanasacreditororclaimant),and(i)the petitionisnotcontroverted within ten(10)daysandisnotdismissedwithinninety(90)days,or (ii)anorderforreliefisenteredunderTitle11oftheUnitedStatesCode,(c)makesanassignment for the benefit of creditors,(d)fails(or admitsin writing its inability) topayitsdebtsgenerallyas they become due, or (e)a receiver, examiner or liquidator is appointed for any Loan Party or any of their respective assets;

(g)

Judgments. There is entered against any Loan Party (a)a final non-appealable judgment or arbitration award for the payment of money in the amount exceeding $7,500,000 (individuallyorintheaggregateandnetofapplicableinsuranceiftheinsurerhasaccepted coverage),or(b)oneormorenon-monetaryfinalnon-appealablejudgmentsthatcouldbe,orcould reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect, and, in eithercaseenforcementofsuchjudgmentorawardisnotstayed,bonded,orpaidwithinsixty(60) days after the entry of such final order or award;

(h)

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

(i)

ChangeofControl.ThereoccursanyChangeofControl.

8.02

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

(a)

declare the unpaid principal amount of the Loan, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to beimmediatelydueandpayable,withoutpresentment,demand,protestorothernoticeofanykind, all of which are hereby expressly waived by the Borrower; declare the obligation of Lenders to make Advances to be terminated, whereupon the same shall forthwith terminate;

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(b)

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

provided,however,thatupontheoccurrenceofanactualordeemedentryofanorderforreliefwithrespect to the Borrower undertheBankruptcy Code of the United States,the unpaid principal amount ofthe Loan and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of Administrative Agent.

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

8.03

Application of Payments. Following the exercise of remedies by the Administrative Agent with respect to the Collateral (or after the Loans have automatically become immediately due and payableassetforthintheprovisoto Section8.02),theproceeds shall beappliedby AdministrativeAgent (i)first, to the extent of any fees, expenses that are due and payable or, without duplication, amounts that are due and payable by the Borrower under indemnification claims, (ii)second (or first, if clause (i)does not apply), to pay all accrued and unpaid fees, expenses and indemnities of Administrative Agent in its capacity as such, (iii)third (or second, if clause (i)does not apply), to the payment of all other fees, expenses and indemnities for which Administrative Agent or any Lender is entitled to payment but have notyetbeenpaidorreimbursedinaccordancewiththeLoanDocuments,(iv)fourth(orthird,ifclause (i)does not apply), to the payment of the remaining Obligations; and (v)fifth (or fourth, if clause (i)does not apply), if anysurplus,being deliveredto the partylawfully entitled to such surplus(or portionof such surplus).

ARTICLEIX.

AGENCY.

9.01

Appointment and Authority. Each of the Lenders hereby irrevocably appoints NexPoint Real Estate Finance Operating Partnership, L.P.,a Delawarelimited partnership, toact on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes theAdministrativeAgenttotakesuchactionsonitsbehalf andtoexercisesuchpowersasaredelegatedto the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonablyincidentalthereto.TheprovisionsofthisArticlearesolelyforthebenefitoftheAdministrative Agent, the Lenders, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents(oranyothersimilarterm)withreferencetotheAdministrativeAgentisnotintendedtoconnote anyfiduciaryorotherimplied(orexpress)obligationsarisingunderagencydoctrineofanyapplicableLaw. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02

Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person servingastheAdministrativeAgenthereunderinitsindividualcapacity.SuchPersonanditsAffiliatesmay acceptdepositsfrom,lendmoneyto,ownsecuritiesof,actasthefinancialadvisororinanyotheradvisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

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9.03

ExculpatoryProvisions.

(a)

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(i)

shall not be subject toanyfiduciary or other impliedduties,regardless of whether a Default has occurred and is continuing;

(ii)

shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exerciseasdirectedinwritingbytheRequiredLenders(orsuchothernumberorpercentage of the Lenders asshall beexpressly providedfor herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Laworthatmayeffectaforfeiture,modificationorterminationofpropertyofaDefaulting Lender in violation of any Debtor Relief Law; and

(iii)

shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, anyinformationrelatingtotheBorroweroranyofitsAffiliatesthatiscommunicatedtoor obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(b)

The Administrative Agent shall not be liable for any action taken or not taken by it (i)with the consent or at the request of the Required Lenders or (ii)in the absence of its own grossnegligenceorwillfulmisconductasdeterminedbyacourtofcompetentjurisdictionbyfinal andnonappealablejudgment.TheAdministrativeAgentshallbedeemednottohaveknowledgeof anyDefaultunlessanduntilnoticedescribingsuchDefaultisgiventotheAdministrativeAgentin writing by the Borrower or a Lender.

(c)

TheAdministrativeAgentshallnotberesponsiblefororhaveanydutytoascertain or inquire into (i)any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii)the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii)the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv)the validity, enforceability, effectivenessorgenuinenessofthisAgreement,anyotherLoanDocumentoranyotheragreement, instrument or document, or (v) the satisfaction of any condition set forth in ArticleVIII or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04

Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranetwebsitepostingorotherdistribution)believedbyittobegenuineandtohavebeensigned,sentor otherwiseauthenticatedbytheproperPerson.TheAdministrativeAgentalsomayrelyuponanystatement madetoit orally or bytelephone and believedby ittohave beenmade bythe proper Person, andshall not incur any

45

liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative AgentmaypresumethatsuchconditionissatisfactorytosuchLenderunlesstheAdministrativeAgentshall havereceivednoticetothecontraryfromsuchLenderpriortothemakingofsuchLoan.TheAdministrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants andotherexpertsselectedbyit,andshallnotbeliableforanyactiontakenornottakenbyitinaccordance with the advice of any such counsel, accountants or experts.

9.05

DelegationofDuties.TheAdministrativeAgentmayperformanyandall ofitsdutiesandexerciseitsrightsandpowershereunderorunderanyotherLoanDocumentbyorthrough any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any suchsubagent mayperform anyandall of itsdutiesand exerciseitsrightsand powersbyor throughtheir respectiveRelatedParties.TheexculpatoryprovisionsofthisArticleshallapplytoanysuchsubagentand totheRelatedPartiesoftheAdministrativeAgentandanysuchsubagent,andshallapplytotheirrespective activities in connection with the syndication of this facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents excepttotheextentthatacourtofcompetentjurisdictiondeterminesinafinalandnonappealablejudgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

9.06

ResignationofAdministrativeAgent.

(a)

The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shallhavetheright,withthepriorwrittenconsentoftheBorrower(solongasnoEventofDefault has occurred and is continuing, in which case, in consultation with the Borrower), to appoint a successor.IfnosuchsuccessorshallhavebeensoappointedbytheRequiredLendersandshall haveacceptedsuchappointmentwithin30daysaftertheretiringAdministrativeAgentgivesnotice ofitsresignation(orsuchearlierdayasshallbeagreedbytheRequiredLenders)(the“Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalfoftheLenders,appointasuccessorAdministrativeAgentmeetingthequalificationssetforth above; provided that, in no event shall any such successor Administrative Agent be a Defaulting Lender.Whetherornotasuccessorhasbeenappointed,suchresignationshallbecomeeffectivein accordance with such notice on the Resignation Effective Date.

(b)

If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause(d)ofthedefinitionthereof,theRequiredLendersmay,totheextentpermittedbyapplicable Law, by notice in writing to the Borrower and such Personremovesuch Person asAdministrative Agent and, with the prior written consent of the Borrower (so long as no Event of Default has occurredandiscontinuing,inwhichcase,inconsultationwiththeBorrower),appointasuccessor. IfnosuchsuccessorshallhavebeensoappointedbytheRequiredLendersandshallhaveaccepted such appointment within 30days (or such earlier dayas shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c)

WitheffectfromtheResignationEffectiveDateortheRemovalEffectiveDate(as applicable)(i)theretiringorremovedAdministrativeAgentshallbedischargedfromitsdutiesand obligations hereunder and under the other Loan Documents and (ii)except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s

46

appointment as Administrative Agent hereunder, such successor shall succeed to and become vestedwithalloftherights,powers,privilegesanddutiesoftheretiringorremovedAdministrative Agent(otherthananyrightstoindemnitypaymentsowedtotheretiringorremovedAdministrative Agent),andtheretiringorremovedAdministrativeAgentshallbedischargedfromallofitsduties and obligations hereunder or under the other Loan Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Articleshall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

9.07

Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,independently and withoutreliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time totimedeemappropriate,continuetomakeitsowndecisionsintakingornottakingactionunderorbased upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08

Administrative Agent MayFile Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the AdministrativeAgentshallhavemadeanydemandontheBorrower)shallbeentitledandempowered(but not obligated) by intervention in such proceeding or otherwise:

(a)

tofile andprove aclaim for the whole amount of the principal andinterest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documentsasmay benecessaryoradvisable inordertohavethe claims ofthe Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agentsandcounselandallotheramountsduetheLendersandtheAdministrativeAgentunderthis Agreement) allowed in such judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agentand,intheeventthattheAdministrativeAgentshallconsenttothemakingofsuchpaymentsdirectly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under this Agreement.

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ARTICLE X.

MISCELLANEOUS.

10.01

Amendments;Etc.

(a)

Neither this Agreement nor any provision of this Agreement may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Borrower and the Required Lenders or, in the case of any other Loan Documents, pursuant to an agreement or agreements in writing entered into by Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i)increase the Revolving Commitment of any Lender withoutthewrittenconsentofsuchLender,(ii)reducetheprincipalamountofanyLoanorreduce the rate of interest thereon, or reduce any fees payable under this Agreement, without the written consent of each Lender affected thereby, (iii)postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable under this Agreement, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each Lender affected thereby, (iv)alter the pro rata sharing of payments required under this Agreement, without the written consent of each Lender, (v)change any of the provisions of this Section10.01 or the definitionof“RequiredLenders”oranyotherprovisionhereofspecifyingthenumberorpercentage of Lenders required to waive, amend or modify any rights under this Agreement or make any determination or grant any consent under this Agreement, without the written consent of each Lender, (vi)intentionally omitted or (vii)release all or substantially all of the Collateral without the written consent of each Lender, provided, that nothing herein shall prohibit Administrative AgentfromreleasinganyCollateral,orrequiretheconsentoftheotherLendersforsuchrelease,if such release is expressly permitted under this Agreement or the other Loan Documents; provided that no such agreement shall amend, modify or otherwise affect the rights or duties of Administrative Agent without its prior written consent.

(b)

Notwithstandingtheforegoing,anyprovisionofthisAgreementmaybeamended by an agreement in writing entered into by Borrower, the Required Lenders and Administrative Agent if (i)by the terms of such agreement the Revolving Commitment of each Non-Consenting Lender shall terminate upon the effectiveness of such amendment and (ii)at the time such amendment becomes effective, each Non-Consenting Lender receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement (other than contingent obligations against which no claim has been asserted).

(c)

Notwithstandinganythingtothecontraryherein,noDefaultingLender shall have anyrighttoapproveordisapproveanyamendment,waiverorconsentunderthisAgreement,except that the Revolving Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender.

(d)

No amendment, modification or waiver of, or consent with respect to, any provisionofthisAgreementoranyotherLoanDocumentshallinanyeventbeeffectiveunlessthe same shallbe in writing and signed and delivered bythe Required Lenders and the Borrower, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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10.02

NoticesandOtherCommunications;FacsimileCopies.

(a)

General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the address, facsimile number or (subject to subsection (c)below) electronic mail address specified for notices to the applicable party on Schedule10.02; or to such other address, facsimile number or electronic mail address as shall be designated by such party in a notice to the other party. All such notices and other communicationsshallbedeemedtobegivenormadeupontheearliertooccurof(i)actualreceipt by the relevant party hereto and (ii)(A) if delivered by hand or by courier, when signed for by or onbehalfoftherelevantpartyhereto;(B)ifdeliveredbymail,fourBusinessDaysafterdepositin themails,postageprepaid;(C)ifdeliveredbyfacsimile,whensentandreceipthasbeenconfirmed; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection(c)below),whendelivered;provided,however,thatnoticesandothercommunications to Administrative Agent pursuant to ArticleII shall not be effective until actually received by Administrative Agent. In no event shall a voicemail message be effective as a notice, communication or confirmation hereunder.

(b)

Effectiveness of Facsimile Documents and Signatures. Loan Documents may betransmittedand/orsignedbyfacsimile.Theeffectivenessofanysuchdocumentsandsignatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on the Borrower, Administrative Agent, and the Lenders. Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c)

ReliancebyAdministrativeAgent.AdministrativeAgentshallbeentitledtorely and act upon any notices purportedly given by or on behalf of the Borrower by a Responsible Officer even if (i) such notices were not made in a manner specified herein, were incomplete or werenotprecededorfollowedbyanyotherformofnoticespecifiedherein,or(ii)thetermsthereof, asunderstoodbytherecipient,variedfromanyconfirmationthereof.TheBorrowershallindemnify Administrative Agent, Lender,their Affiliates, andtheir respective officers,directors, employees, agents and attorneys-in-factfrom alllosses,costs,expensesand liabilities resulting fromthe good faith reliance by such Person on each notice purportedly given by or on behalf of the Borrower.

10.03

No Waiver; Cumulative Remedies. No failure or delay by the AdministrativeAgentoranyLenderinexercisinganyright,remedy,powerorprivilegehereunderorunder any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege, or any abandonment or discontinuance of steps to enforce such a right,remedy,powerorprivilege,precludeanyotherorfurtherexercisethereofortheexerciseofanyother right,remedy,powerorprivilege.Therights,remedies,powersandprivilegesoftheAdministrativeAgent and the Lenders hereunder and under the Loan Documents are cumulative and are not exclusive of any rights, remedies, powers or privileges that any such Person would otherwise have.

10.04

AttorneyCosts,ExpensesandTaxes.EachLoanPartyagrees(a)topay orreimburseAdministrativeAgentandLendersforallreasonableanddocumentedout-of-pocketcostsand expenses incurred in connection with the development, preparation, negotiation and execution of (i)this AgreementandtheotherLoanDocuments,and(ii)anyamendment,waiver,consentorothermodification of the provisions of this Agreement and the other Loan Documents requested by a Loan Party, and (b) to payorreimburseAdministrativeAgentforallreasonableanddocumentedout-of-pocketcostsandexpenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or

49

remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law). The foregoing costs and expenses shallinclude allsearch,filing andrecordingfeesrelated thereto,feespaidtoEgan-Jones Rating Company (oranysuccessorratings agencyretainedbyAdministrativeAgent)inan aggregateamountnot toexceed $35,000 in any calendar year, and other out-of-pocketexpenses incurred by Administrative Agent and the cost of independent public accountants and other outside experts retained by Administrative Agent. All amountsdueunderthisSection10.04shallbepayablewithinfifteenBusinessDaysafterdemandtherefor and delivery to the Borrowerofan invoicethereforwith reasonabledetail. Theagreements in this Section10.04 shall survive the termination of the Agreement and repayment, satisfaction or discharge of all other Obligations.

10.05

Indemnification.

(a)

Borrower shall indemnify and hold harmless Administrative Agent and each LenderontheirownbehalfandonbehalfoftheirAffiliates,andtheirrespectivedirectors,partners, officers, employees, agents, trustees, administrators, managers, advisors and representatives (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages,penalties,claims,demands,actions,judgments,suits,costs,expensesanddisbursements of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i)the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii)the Loan or the use or proposed use of the proceeds therefrom, or (iii)any actual or prospective claim, litigation, investigationorproceedingrelatingtoanyoftheforegoing,whether basedoncontract,tortor any other theory (including any investigation of, preparation for, or defense of any pending or threatenedclaim,investigation,litigationorproceeding)andregardlessofwhetheranyIndemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLEORINPART,OUTOFTHECOMPARATIVE,CONTRIBUTORYORSOLE NEGLIGENCEORTHEINDEMNITEE;providedthatsuchindemnityshallnot,astoany Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction resulted from the gross negligence, breach in bad faith or willful misconduct of such Indemnitee. This Section10.05(a)shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b)

TotheextentthattheBorrowerforanyreasonfailstoindefeasiblypayanyamount requiredunderSection10.05(a)tobepaidbyittoAdministrativeAgent(oranysub-agentthereof), or anyrelatedpartyofanyoftheforegoing,eachLenderseverallyagreestopaytoAdministrative Agent (or any such sub- agent), or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on the percentage of each Lender’s Revolving Commitment at such time) of such unpaidamount(includingany suchunpaidamountinrespectofaclaimassertedby such Lender); provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense,asthecasemaybe,wasincurredbyorassertedagainstAdministrativeAgent(oranysuch sub-agent), or against any Related Party of any of the foregoing acting for Administrative Agent (or any such sub-agent), in connection with such capacity. If any indemnity furnished to AdministrativeAgentforanypurposeshall,intheopinionofAdministrativeAgent,beinsufficient orbecomeimpaired,AdministrativeAgentmaycallforadditionalindemnityfromanyLenderand cease,ornotcommence,todotheactsindemnifiedagainstevenifsodirectedbyRequiredLenders until such additional indemnity is furnished.

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(c)

Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the parties shall not assert, and hereby waive, and acknowledge that no other Personshallhave,anyclaimagainstanypartyhereto,onanytheoryofliability,forspecial,indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrumentcontemplatedhereby,thetransactionscontemplatedherebyorthereby,anyLoanorthe useoftheproceedsthereof.NoIndemniteereferredtoinSection10.05(a) aboveshallbeliablefor any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmissionsystemsinconnection with this Agreement, the other LoanDocumentsorthetransactionscontemplatedherebyortherebyotherthanfordirectoractual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(d)

Payments. All amounts due under this Section10.05 shall be payable not later than ten Business Days after demand therefor and delivery to the Borrower of an invoice therefor with reasonable detail.

(e)

Survival. The agreements in this Section10.05 and the indemnity provisions of Section10.05 shall survive the termination of this Agreement and the repayment, satisfaction or discharge of all the Obligations.

10.06

Payments Set Aside. To the extent that any payment by or on behalf of theBorrowerismadetotheAdministrativeAgentoranyLender,ortheAdministrativeAgentoranyLender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequentlyinvalidated,declaredtobefraudulentorpreferential,setasideorrequired(includingpursuant toanysettlemententeredintobytheAdministrativeAgentorsuchLenderinitsdiscretion)toberepaidto a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise,then(a) totheextentofsuchrecovery,theobligationorpartthereoforiginallyintendedtobe satisfied shall be revived and continued in full force and effect as if such payment had not been made or suchsetoffhadnotoccurred,and(b) eachLenderseverallyagreestopaytotheAdministrativeAgentupon demand its applicable share (without duplication) of any amount so recovered from or repaid by the AdministrativeAgent,plusinterestthereonfromthedateofsuchdemandtothedatesuchpaymentismade atarateperannumequaltotheapplicableinterestratesetforthinSection2.07fromtimetotimeineffect.

10.07

SuccessorsandAssigns.

(a)

Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, exceptthatthe Borrowermay not assign or otherwisetransfer any ofits rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i)to an assignee in accordance with the provisions of paragraph(b) of this Section, (ii)by way of participation in accordance with the provisions of paragraph(d)of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of paragraph (f)of this Section(and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permittedhereby,Participantstotheextentprovidedinparagraph(d)ofthisSection10.07and,to theextentexpresslycontemplatedhereby,theRelatedPartiesofeachoftheAdministrativeAgent andtheLenders)anylegalorequitableright,remedyorclaimunderorbyreasonofthisAgreement.

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(b)

Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portionofitsRevolvingCommitmentandtheLoansatthetimeowingtoit);providedthatanysuch assignment shall be subject to the following conditions:

(i)

Minimum Amounts. The aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or, if the RevolvingCommitmentisnotthenineffect,theprincipaloutstandingbalanceoftheLoans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if“Trade Date”is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably conditioned, withheld or delayed).

(ii)

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

(iii)

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

(A)

theconsentoftheBorrower(suchconsentnottobeunreasonably conditioned,withheldordelayed)shallberequiredunless(x)anEventofDefault has occurred and is continuing at the time of such assignment, or (y)such assignment is toa Lender or an Affiliate of a Lender; providedthat the Borrower shallbedeemedtohaveconsentedtoanysuchassignmentunlessitshallobject theretobywrittennoticetotheAdministrativeAgentwithinten(10)Business Days after having received notice thereof; and

(B)

the consent of the Administrative Agent (such consent not to be unreasonablyconditioned,withheldor delayed) shall be requiredfor assignments to a Person that is not a Lender or an Affiliate of a Lender.

(iv)

Assignment and Assumption. The parties to each assignment shall executeanddelivertotheAdministrativeAgentanAssignmentandAssumption,together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent all reasonably requested questionnaires and other diligence documentation.

(v)

No Assignment to Certain Persons. Notwithstanding anything to the contraryinthisAgreement,noassignmentshallbemadeorpermittedto(A)theBorrower oranyoftheBorrower’sAffiliatesorSubsidiaries,(B)toanyDefaultingLenderoranyof itsSubsidiaries,or anyPersonwho,uponbecomingaLenderhereunder,wouldconstitute a Defaulting Lender or a Subsidiary thereof, or (C) Acis Capital Management, L.P.; Alvarez & Marsal Holdings, LLC; Farallon Capital Management, LLC; Glacier Lake Capital Advisors; Grosvenor Capital Management, L.P.; HarbourVest Partners LLC; Highland Capital Management, L.P.; Shorewood Management, L.P.; Stonehill Capital Management, LLC; Teneo, including Teneo Global Advisory and Teneo Capital, LLC; UBS,AG;CreditSuisseAG;UBSSecuritiesLLC;oranyAffiliateofanyoftheforegoing.

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(vi)

No Assignment to Natural Persons or Non-U.S. Persons. No such assignmentshallbemadeto(1)anaturalPerson(oraholdingcompany,investmentvehicle or trust for, or owned and operatedforthe primary benefit of,a natural Person) or(2)any Personthat(a)isnotaU.S.Person(unlesssuchPersoncomplieswiththerequirementsof Section3.01(h)), or (b)is a U.S. Person, but has not complied with the requirements of Section3.01(h) or otherwise established an exemption from U.S. federal backup withholding.

(vii)

Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the partiestotheassignmentshallmakesuchadditionalpaymentstotheAdministrativeAgent inanaggregateamountsufficient,upondistributionthereofasappropriate(whichmaybe outrightpayment,purchasesbytheassigneeofparticipationsorsubparticipations,orother compensating actions, including funding, with the consent of the Borrower and the Administrative Agent,the applicable pro ratashare ofLoans previously requestedbut not funded by the Defaulting Lender, to each of which the applicable assignee and assignor herebyirrevocablyconsent),to(x)payandsatisfyinfullallpaymentliabilitiesthenowed by such Defaulting Lender to the Administrative Agent and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assigneeofsuchinterestshallbedeemedtobeaDefaultingLenderforallpurposesofthis Agreement until such compliance occurs.

SubjecttoacceptanceandrecordingthereofbytheAdministrativeAgentpursuanttoparagraph(c) ofthisSection,fromandaftertheeffectivedatespecifiedineachAssignmentandAssumption,the assigneethereundershallbeapartytothisAgreementand,totheextentoftheinterestassignedby such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,andtheassigningLenderthereundershall,totheextentoftheinterestassignedbysuch Assignment and Assumption, be released from its obligations under this Agreement (and, in the caseofanAssignmentandAssumptioncoveringalloftheassigningLender’srightsandobligations underthisAgreement,suchLendershallceasetobeapartyhereto)butshallcontinuetobeentitled to the benefits of Section10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed bytheaffectedparties,noassignmentbyaDefaultingLenderwillconstituteawaiverorreleaseof anyclaimofanypartyhereunderarisingfromthatLender’shavingbeenaDefaultingLender.Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraphshall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph(d)of this Section.

(c)

Register.TheAdministrativeAgent,actingsolelyforthispurposeasanagentof the Borrower, shall maintain at one of its offices in the United States of America a copy of each Assignmentand Assumption andeach LenderJoinderAgreement deliveredtoitand aregisterfor therecordation of the names andaddresses ofthe Lenders,andthecommitmentsof, andprincipal amounts(andstatedinterest)oftheLoansowingto,eachLenderpursuanttothetermshereoffrom timetotime(the“Register”).TheentriesintheRegistershallbeconclusiveabsentmanifesterror, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Register pursuanttothetermshereofasaLenderhereunderforallpurposesofthisAgreement.TheRegister shallbeavailableforinspectionbytheBorrowerandanyLender,atanyreasonabletimeandfrom time to time upon reasonable prior notice.

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(d)

Participations.Any Lender may at any time, without the consent of, but with notice to (provided that if a Lender intends to sell a participation to a Person that is not a U.S. Person,suchLendermustobtaintheconsentoftheBorrower),theBorrower,sellparticipationsto any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)(each,a“Participant”)inalloraportionofLender’srightsand/orobligationsunder thisAgreement(includingalloraportionoftheLoan);providedthat(i)suchLender’sobligations under this Agreement shall remain unchanged, (ii)such Lender shall remain solely responsible to theBorrowerfortheperformanceofsuchobligationsand(iii)theBorrower,AdministrativeAgent, and other Lenders shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement. Subject to Section10.07(c), the Borrower agreesthateachParticipantshallbeentitledtothebenefitsofSection3.01tothesameextentasif itwereLenderandhadacquireditsinterestbyassignmentpursuanttoSection10.07(a)(subjectto therequirementsandlimitationstherein,includingtherequirementsunderSection3.01(h)(itbeing understood that the documentation required under Section3.01(h) shall be delivered to the participatingLender)).Totheextentpermittedbylaw,eachParticipantalsoshallbeentitledtothe benefits of Section 10.10 as though it were Lender.

(e)

AParticipantshallnotbeentitledtoreceiveanygreaterpaymentunder Section3.01or3.02thanitsparticipatingLenderwouldhavebeenentitledtoreceivewithrespect totheparticipationsoldtosuchParticipant,unlesstheentitlementtoagreaterpaymentresultsfrom a Change in Law that occurs after such Participant acquired its participation.

(f)

Lendermayatanytimepledgeorassignasecurityinterestinalloranyportionof its rights under this Agreement to secure obligations of Lender; provided that no such pledge or assignment shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a party hereto.

(g)

AnyLenderthatsellsaparticipationshall,actingsolelyforthispurposeasanon-fiduciaryagentoftheBorrower,maintainaregisteronwhichitentersthenameandaddressofeach Participantandtheprincipalamounts(andstatedinterest)ofeachParticipant’sinterestintheLoans or other obligations under the Loan Documents (the “Participant Register”); provided that no LendershallhaveanyobligationtodisclosealloranyportionoftheParticipantRegister(including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person other than the Borrower, except to the extent that such disclosure is necessary to establish thatsuch commitment, loan, letterof creditorotherobligation 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 notwithstanding any notice to the contrary.For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

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(h)

Joinder.With the prior written consent of the Administrative Agent in its sole discretion,attherequestoftheBorrower,anewlendermayjointheLoansasaLenderbydelivering a Lender Joinder Agreement to the Administrative Agent, and such new Lender shall assume all rights and obligations of aLenderunder this Agreement andthe other Loan Documents; provided that:

(i)

the Revolving Commitment of the new Lender shall be in addition to the RevolvingCommitmentoftheexistingLendersineffectonthedateofsuchnewLender’s entry;

(ii)

the Revolving Commitment of the new Lender shall be in a minimum amount of $5,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent;

(iii)

such new Lender shall deliver to the Borrower and the Administrative AgentcertificationastoexemptionfromdeductionorwithholdingofTaxesinaccordance with Section 3.01(h); and

(iv)

thepartiesshallexecuteanddelivertotheAdministrativeAgentaLender Joinder Agreement, any amendment hereto determined necessary or appropriate by the Administrative Agent in connection with such Lender Joinder Agreement, the Borrower shallexecutesuchnewNotesastheAdministrativeAgentoranyLendermayrequest,and thenewLendershalldeliverpaymentofaprocessingandrecordationfeeof$3,500tothe Administrative Agent, which amount the Administrative Agent may waive in its sole discretion.

10.08

Confidentiality.AdministrativeAgentandtheLendersagreetomaintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i)to theirrespectiveAffiliatesandtotheirandtheirAffiliates’respectivedirectors,officersandemployeeswho mayneedtoknowsuchinformationinconnectionwiththeirdutiesrelatingtotheLoan,(ii) totheirand their Affiliates agents who need to know such information in connection with their duties relating to the Loan and to the extent that each such agent has executed a confidentiality agreement whereby such individual(s) agrees to the confidential nature of such Information and to keep such Information confidential, (iii)to their and their attorneys or accountants who are obligated under applicable Law or codesofprofessionalresponsibilitytomaintaintheconfidentialityofanyInformationreceivedbythem, (iv) to the extent requested by any regulatory authority purporting to have jurisdiction over it, (v)to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (vi)to any otherpartyhereto,(vii)inconnectionwiththeexerciseofanyremedieshereunderorunderanyotherLoan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (viii) subject to an agreement containing provisions substantially the same as those of this Section, to any assignee of or Participant in or swap counterparty relatingto,oranyprospectiveassigneeoforParticipantinorswapcounterpartyrelatingto,anyofitsrights or obligations under this Agreement, (ix)with the consent of the Borrower or (x)to the extent such Information(1)becomespubliclyavailableotherthanasaresultofabreachofthisSection10.08or (2)becomesavailable to Administrative Agent or a Lender ona nonconfidential basisfroma sourceother than the Borrower that is not known to Administrative Agent or such Lender to be subject to a confidentiality obligation in favor of any Loan Party. For purposes of this Section, “Information” means, collectively, all information received from a Loan Party or any of its Subsidiaries or Affiliates relating to the Loan Party or any of its Subsidiaries or any of their respective businesses, other than any such informationthatisavailabletotheAdministrativeAgentoranyLenderonanonconfidentialbasispriorto disclosure by a Loan Party or any of its Subsidiaries. Any Person required to maintain the confidentiality ofInformationasprovidedinthisSection10.08shall

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beconsideredtohavecompliedwithitsobligationto do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

10.09

Set-off.InadditiontoanyrightsandremediesofLenderprovidedbylaw, upon the occurrence and during the continuance of any Event of Default, to be paid any amounts due to it underany Loan Document,eachLenderand eachoftheirrespective Affiliatesisherebyauthorized at any time and from time totime,to thefullest extent permitted by applicable Law, to set off and apply anyand alldeposits(generalorspecial,timeordemand,provisionalorfinal,inwhatevercurrency)atanytimeheld, andotherobligations(inwhatevercurrency)atanytimeowing,bysuchLenderoranysuchAffiliate,toor forthecredit ortheaccountoftheBorroweragainst any andall ofthe obligationsof the Borrower nowor hereafter existing under this Agreement or any other Loan Document to such Lender or their respective Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this AgreementoranyotherLoanDocumentandalthoughsuchobligationsoftheBorrowermaybecontingent orunmaturedorareowedtoabranchofficeorAffiliateofsuchLenderorAffiliateholdingsuchdepositor obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x)all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with this Agreement and, pending such payment, shall be segregated bysuchDefaultingLenderfromitsotherfundsanddeemedheldintrustforthebenefitoftheAdministrative Agent and the Lenders, and(y)the Defaulting Lendershall provide promptly to the Administrative Agent a statementdescribinginreasonabledetailthe Obligations owingtosuchDefaulting Lenderastowhichit exercisedsuchrightofsetoff.TherightsofeachLenderandtheirrespectiveAffiliatesunderthisSectionare inadditiontootherrightsandremedies(includingotherrightsofsetoff)thatsuchLenderortheirrespective Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly afteranysuchsetoffandapplication;providedthatthefailuretogivesuchnoticeshallnotaffectthevalidity of such setoff and application.

10.10

Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall notexceedthemaximumrateofnon-usuriousinterestpermittedbyapplicableLaw(the“MaximumRate”).

If Administrative Agent shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall beappliedtotheprincipal of theLoanor,if it exceedssuchunpaidprincipal,refundedtothe Borrower.Indeterminingwhethertheinterestcontractedfor,charged,orreceivedbyAdministrativeAgent exceedstheMaximumRate,AdministrativeAgentmay,totheextentpermittedbyapplicableLaw, (a)characterizeanypaymentthatisnotprincipalasanexpense,fee,orpremiumratherthaninterest, (b)exclude voluntary prepayments and the effects thereof, and (c)amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplatedterm of the Obligations hereunder. To the extent that Chapter303 of the Texas Finance Code is relevant for the purpose of determiningtheMaximumRateapplicabletoaLender,suchLenderelectstodeterminetheapplicablerate ceiling under such Chapter by the “weekly ceiling” from time to time in effect. Chapter346 of the Texas Finance Code shall not apply to the Borrower’s obligations hereunder.

10.11

Counterparts. This Agreement may be executed in one or more counterparts, each of whichshall be deemed an original, but all of whichtogether shall constitute oneand thesameinstrument.DeliveryofanexecutedcounterpartofasignaturepageofthisAgreementbytelecopy orotherelectronicimagingmeansshallbeeffectiveasdeliveryofamanuallyexecutedcounterpartofthis Agreement.

10.12

Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the

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provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of Administrative Agent or any Lender in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted withthe joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

10.13

Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto ortheretoorinconnectionherewithortherewithshallsurvivetheexecutionanddeliveryhereofandthereof. Such representations and warranties have been or will be relied upon by Administrative Agent and the Lenders,regardlessofanyinvestigationmade byAdministrative Agentorany Lender or onitsbehalfand notwithstandingthat Administrative Agent or a Lender may have had notice or knowledge of any Default at the time of any Advance, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

10.14

Severability. If any provision of this Agreement or the other Loan Documentsisheldtobeillegal,invalidor unenforceable,(a)thelegality,validityandenforceabilityofthe remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b)the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceableprovisionswithvalidprovisionstheeconomiceffectofwhichcomesascloseaspossibleto that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.15

GoverningLaw.

(a)

GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHERINCONTRACTORTORTOROTHERWISE)BASEDUPON,ARISINGOUTOF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATEOFTEXAS,WITHOUTREFERENCETOITSCONFLICTSOFLAWSPROVISIONS.

(b)

SUBMISSION TO JURISDICTION. EACH LOAN PARTY HEREBY ACKNOWLEDGESTHAT(I)THENEGOTIATION,EXECUTION,ANDDELIVERYOFTHE LOAN DOCUMENTS CONSTITUTE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF TEXAS, (II)ANY CAUSE OF ACTION ARISING UNDER ANY OF SAID LOAN DOCUMENTSWILLBEACAUSEOFACTIONARISINGFROMSUCHTRANSACTIONOF BUSINESS, AND (III)EACH LOAN PARTY UNDERSTANDS, ANTICIPATES, AND FORESEES THAT ANY ACTION FOR ENFORCEMENT OF PAYMENT OF THE OBLIGATIONS OR THE LOAN DOCUMENTS MAY BE BROUGHT AGAINST IT IN THE STATEOFTEXAS.TOTHEEXTENTALLOWEDBYLAW,EACHLOANPARTYHEREBY SUBMITS TO JURISDICTION IN THE STATE OF TEXAS FOR ANY ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE OBLIGATION OR THE LOANDOCUMENTSANDWAIVESANYANDALLRIGHTSUNDERTHELAWSOFANY STATEORJURISDICTIONTOOBJECTTOJURISDICTIONORVENUEWITHINDALLAS COUNTY, TEXAS; NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION10.15 SHALL PREVENT ADMINISTRATIVE AGENT OR ANY LENDER FROMBRINGINGANYACTIONOREXERCISINGANYRIGHTSAGAINSTBORROWER, ANYCOLLATERAL,ORANYOFBORROWER’SPROPERTIESINANYOTHERCOUNTY,

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STATE,ORJURISDICTION.INITIATINGSUCH ACTION ORPROCEEDINGOR TAKING ANY SUCH ACTION IN ANY OTHER STATE OR JURISDICTION SHALL IN NO EVENT CONSTITUTEAWAIVERBYADMINISTRATIVEAGENTORSUCHLENDEROFANYOF THE FOREGOING.

(c)

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

(d)

SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.16

WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENTORANYOTHERLOANDOCUMENTORTHETRANSACTIONSCONTEMPLATED HEREBYORTHEREBY(WHETHERBASEDONCONTRACT,TORTORANYOTHERTHEORY). EACH PARTY HERETO (a)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OFANYOTHERPERSONHASREPRESENTED,EXPRESSLYOROTHERWISE,THATSUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b)ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETOHAVE BEEN INDUCEDTOENTER INTOTHISAGREEMENT ANDTHEOTHERLOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.17

NoAdvisoryorFiduciaryResponsibility.Inconnectionwithallaspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i)no fiduciary, advisory or agency relationship betweentheBorroweranditsSubsidiariesandtheAdministrativeAgentoranyLenderisintendedtobeor has been created in respect of the transactions contemplated hereby or by the other Loan Documents, irrespectiveofwhethertheAdministrativeAgentoranyLenderhasadvisedorisadvisingtheBorroweror any Subsidiary on other matters, (ii)the arranging and other services regarding this Agreement provided by the Administrative Agent and the Lenders are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent and the Lenders, on the other hand, (iii)the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent that they have deemed appropriate and (iv)the Borrower is capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; and (b)(i)the Administrative Agent and the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will notbeactingasanadvisor,agentorfiduciaryfortheBorroweroranyofitsAffiliates,oranyotherPerson; (ii)none of the Administrative Agent and the Lenders has any obligation to the Borrower or any of its Affiliateswith

58

respecttothetransactionscontemplatedherebyexceptthoseobligationsexpresslysetforth herein and in the other Loan Documents; and (iii)the Administrative Agent and the Lenders and their respectiveAffiliatesmaybeengaged,fortheirownaccountsortheaccountsofcustomers,inabroadrange of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Administrative Agent and the Lenders has any obligation to disclose any of such interests to the BorroweroritsAffiliates.TothefullestextentpermittedbyLaw,theBorrowerherebywaivesandreleases anyclaimsthattheymayhaveagainstanyoftheAdministrativeAgentandtheLenderswithrespecttoany breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.18

Patriot Act. Each Lender hereby notifies the Borrower that pursuant to therequirementsoftheUSAPATRIOTAct(TitleIIIofPub.L.10756(signedintolawOctober26,2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan Party in accordance with the Act. The Borrower shall, promptly following a written request by such Lender, provide all documentation and other information that Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.19

ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

10.20

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangementorunderstandingamonganysuchparties,eachpartyheretoacknowledgesthatanyliabilityof any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, maybesubjecttotheWrite-DownandConversionPowersofanEEAResolutionAuthorityandagreesand consents to, and acknowledges and agrees to be bound by:

(a)

theapplicationofanyWrite-DownandConversionPowersbyanEEAResolution Authoritytoanysuchliabilitiesarisinghereunderthatmaybepayabletoitbyanypartyheretothat is an EEA Financial Institution; and

(b)

theeffectsofanyBail-inActiononanysuchliability,including,ifapplicable:

(i)

areductioninfull orinpartorcancellationofanysuchliability;

(ii)

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

(iii)

the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

59

10.21

AcknowledgementRegardingAnySupportedQFCs.Totheextentthat the Loan Documents provide support, through a guarantee or otherwise, for any agreement or instrument thatisaQFC(suchsupport,“QFCCreditSupport”,andeachsuchQFC,a“SupportedQFC”),theparties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and TitleII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstandingthat the Loan Documents and any SupportedQFC may in fact be stated tobegovernedbytheLawsoftheStateofTexasand/oroftheUnitedStatesoranyotherstateoftheUnited 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 transfer of such Supported QFCand the benefit of such QFC Credit Support (and any interest and obligation inorundersuchSupportedQFCandsuchQFCCreditSupport,andanyrightsinpropertysecuring suchSupportedQFCorsuchQFCCreditSupport)fromsuchCoveredPartywillbeeffectivetothe same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the Laws of the United States or a state of the United States. In the eventaCoveredPartyoraBHCActAffiliateofaCoveredPartybecomessubjecttoaproceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise applytosuchSupportedQFCorany QFCCredit Supportthatmaybeexercisedagainst such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan DocumentsweregovernedbytheLawsoftheUnitedStatesorastateoftheUnitedStates.Without limitation of theforegoing,it isunderstoodandagreedthat rightsandremediesofthepartieswith respecttoaDefaultingLendershallinnoeventaffecttherightsofanyCoveredPartywithrespect to a Supported QFC or any QFC Credit Support.

(b)

AsusedinthisSection10.21,thefollowingtermshavethefollowingmeanings:

“BHCActAffiliate”ofapartymeansan“affiliate”(assuchtermisdefinedunder,andinterpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“CoveredEntity”meansanyofthefollowing:(i)a“coveredentity”asthattermisdefinedin,and interpretedinaccordancewith,12 C.F.R. §252.82(b);(ii)a“coveredbank” asthat termisdefinedin,and interpreted in accordance with, 12 C.F.R. §47.3(b); or (iii)a “covered FSI” as thatterm is defined in, and interpreted in accordance with, 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 assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

10.22

ErroneousPayments.

(a)

If the Administrative Agent notifiesa Lender, or any Person who has received funds on behalf of a Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determinedin its sole discretion (whether or not after receipt of any notice under immediately succeeding clause(b)) that any funds received by such Payment

60

Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not knowntosuchLenderorotherPaymentRecipientonitsbehalf)(anysuchfunds,whetherreceived as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individuallyandcollectively,an“ErroneousPayment”)anddemandsthereturnofsuchErroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whetheratlaworinequity),theAdministrativeAgentmaynotmakeanysuchdemandunderthis clause(a)withrespecttoanErroneousPaymentunlesssuchdemandismadewithinthirtyBusiness DaysofthedateofreceiptofsuchErroneousPaymentbytheapplicablePaymentRecipient),such ErroneousPaymentshallatalltimesremainthepropertyoftheAdministrativeAgentandshallbe segregatedbythePaymentRecipientandheldintrustforthebenefitoftheAdministrativeAgent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Daysthereafter,returntotheAdministrativeAgenttheamountofanysuchErroneousPayment(or portion thereof) as to which such a demand was made, in same day funds (in the currency so received).AnoticeoftheAdministrativeAgenttoanyPaymentRecipientunderthis clause (a) shall be conclusive, absent manifest error.

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

(i)

(A) in the case of immediately preceding clauses(x) or (y), an error shall bepresumedtohavebeenmade(absentwrittenconfirmationfromtheAdministrative Agenttothecontrary)or(B)anerrorhasbeenmade(inthecaseofimmediatelypreceding clause(z)),ineachcase,withrespecttosuchpayment,prepaymentorrepayment;and such Lender shall (and shall cause any other recipient that receives funds on its respectivebehalfto)promptly(and,inallevents,withinoneBusinessDayofitsknowledge of sucherror) notifythe Administrative Agent ofits receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.22.

(b)

Each Lender herebyauthorizes the Administrative Agent toset off,net andapply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable bythe Administrative Agent to such Lender from any source, againstany amount due to the Administrative Agent under immediately preceding clause(a)or under the indemnification provisions of this Agreement.

In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf)(such unrecovered amount, an “ErroneousPaymentReturnDeficiency”),upontheAdministrativeAgent’snoticetosuchLender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Revolving

61

Commitments)withrespecttowhichsuchErroneousPaymentwasmade(the“ErroneousPayment ImpactedClass”)inanamountequaltotheErroneousPaymentReturnDeficiency(orsuchlesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Revolving Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an approved electronic platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Promissory Notes evidencing such Loans to the Borrower or the Administrative Agent, (ii)the Administrative Agent as the assignee Lender shall be deemed to acquire the ErroneousPaymentDeficiencyAssignment,(iii)uponsuchdeemedacquisition,theAdministrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Revolving Commitments which shall survive as to such assigning Lender and (iv)the Administrative Agentmayreflectinthe Register itsownershipinterestintheLoans subjecttothe Erroneous Payment Deficiency Assignment. The Administrative Agent may,inits discretion, sell anyLoansacquiredpursuanttoanErroneousPaymentDeficiencyAssignmentanduponreceiptof the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the AdministrativeAgentshallretainallotherrights,remediesandclaimsagainstsuchLender(and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no ErroneousPaymentDeficiencyAssignmentwillreducetheRevolvingCommitmentsofanyLender and such Revolving Commitments shall remain available in accordance with the terms of this Agreement.Inaddition,eachpartyheretoagreesthat,excepttotheextentthattheAdministrative AgenthassoldaLoan(orportionthereof)acquiredpursuanttoanErroneousPaymentDeficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency.

(c)

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

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

62

(d)

Each party’s obligations, agreements and waivers under this Section10.22 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Revolving Commitments and/ortherepayment,satisfactionordischargeofallObligations(oranyportionthereof)underany Loan Document.

[Signaturesareonthefollowingpages]

63

INWITNESSWHEREOF,thepartiesheretohavecausedthisAgreementtobedulyexecutedas of the date first above written.

Signature Page to

Credit Agreement

Signature Page to

Credit Agreement

SCHEDULEI

Reserved

SCHEDULE 2.01

LenderCommitments

SCHEDULE5.16

I.

PlaceofBusinessorChiefExecutiveOffice

300CrescentCourt,Suite700,Dallas,TX75201

II.

BooksandRecordsoftheLoanParties

300CrescentCourt,Suite700,Dallas,TX75201

SCHEDULE5.17

MaterialContracts

[Intentionally Omitted.]

SCHEDULE7.03

PermittedDebt

[Intentionally Omitted.]

SCHEDULE10.02

LendingOffice,AddressforNotices

[Intentionally Omitted.]

EXHIBITA

FORM OFNOTE

[Date]

FORVALUERECEIVED,VINEBROOKHOMESOPERATINGPARTNERSHIP,L.P.,a Delaware limited partnership (the “Borrower”) hereby promises to pay to NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, or its registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principalsumofAND00/100DOLLARS($) or such lesser amount as shall equal the aggregate unpaid principal amount of the Loan made by the Lender to the Borrower from time to time under that certain Credit Agreement, dated as of May 7, 2026 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), between the Borrower and the Lender.

The Borrower promises to pay interest on the unpaid principal amount of the Loan made by the Lender from the date of such Loan until such principal amount is paid in full, at such interest rates and at suchtimesasprovidedintheAgreement.AllpaymentsofprincipalandinterestshallbemadetotheLender in Dollars in immediately available funds as provided in the Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed atthe per annum rate set forth in the Agreement.

This Note(this “Note”)is one ofthe Notesreferred to in the Agreement,isentitledtothebenefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty, if any, and is secured by the Collateral (as defined in the Security Agreement). Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declaredtobe,immediatelydueandpayableasprovidedintheAgreement.TheLoanmadebytheLender shallbeevidencedbyoneormoreloanaccountsorrecordsmaintainedbytheLenderintheordinarycourse ofbusinessinaccordancewiththetermsoftheAgreement;providedthatthefailureoftheLendertomake any such recordation shall not affect the obligations of the Borrower to make a payment when due of any amount owing under the Agreement or hereunder in respect of the Loan made by the Lender. The Lender mayalsoattachschedulestothisNoteandendorsethereonthedate,amount andmaturityof itsLoansand payments with respect thereto.

Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

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

Signature PagetoNote

LOANSANDPAYMENTSWITHRESPECTTHERETO

Loansand Payments

EXHIBITB

FORMOFCOMPLIANCECERTIFICATE

[Date]

Financial Statement Date: _____, ____

To: NexPointRealEstateFinanceOperatingPartnership,asAdministrativeAgent Ladies and Gentlemen:

ReferenceismadetothatcertainCreditAgreement,datedasofMay7,2026(asamended,restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), the lenders party thereto,andNEXPOINTREALESTATEFINANCEOPERATINGPARTNERSHIP,L.P.,a Delawarelimitedpartnership,asadministrativeagent(the“AdministrativeAgent”).

The undersigned Responsible Officer hereby certifies, solely in his/her capacity as a Responsible Officer and notin anindividual capacity and without personalliability, as of the date hereof that he/she is authorizedtoexecuteanddeliverthisComplianceCertificatetotheAdministrativeAgentonthebehalfof Borrower and VineBrook Homes Trust, Inc. (the “Guarantor”), and that:

1.

Each Loan Party has delivered the financial statements required by [Section6.01(a)] [Section 6.01(b)] of the Agreement for the fiscal quarter ended as of the above date.

2.

The undersigned has reviewed and is familiar with the terms of the Agreement and has madeorhascausedtobemadeunderhis/hersupervision,adetailedreviewofthetransactionsandcondition (financialorotherwise)ofBorrowerandGuarantorduringtheaccountingperiodcoveredbysuchfinancial statements.

3.

[To the knowledge of the undersigned, during such fiscal period Borrower and Guarantor performedandobservedeachcovenantandconditionoftheLoanDocumentsapplicabletoit,andnoEvent of Default has occurred and is continuing.]

--or--

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

4.

As shown below, Borrower is in full compliance with the Financial Covenants contained in the Agreement.

[Note to preparer.The following Financial Covenants are provided as illustration.The actualFinancialCovenantsmustbeobtainedfromtheAgreementandBorrowertoinclude specific calculations based upon formulas outlined in Agreement]

INWITNESSWHEREOF,theundersignedhasexecutedthisComplianceCertificateasofthedate first written above.

Signature Page to

ComplianceCertificate

EXHIBIT C

RESERVED

Exhibit C

EXHIBITD

NOTICEOFBORROWING

NextPointRealEstateFinanceOperatingPartnership,L.P.

300 Crescent Court, Suite 700

Dallas, Texas 75201 Attention:BradHeiss

Email:BHeiss@Nexannuity.com

[Date]

LadiesandGentlemen:

The undersigned Borrower refers to the Credit Agreement dated as of May 7, 2026 (as from time to time amended,the“CreditAgreement”;thetermsdefinedthereinbeingusedhereinasthereindefined), by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the“Borrower”),thelenderspartythereto,andNEXPOINTREALESTATEFINANCEOPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (the “Administrative Agent”), and irrevocablyrequests an Advance be made pursuant to Section2.02of the Credit Agreement, and in that regard sets forth below the information relating to the requested Advance (the “Proposed Borrowing”):

(i)

TheBusinessDayoftheProposedBorrowingis________________.

(ii)

TheprincipalamountoftheProposedBorrowingis$________________1.

(iii)

ProceedsoftheProposedBorrowingshallbeusedforthefollowingpurpose:

________________________________________________________________.

(iv)

The accounttowhichproceedsoftheProposedBorrowingshouldbe depositedis as follows:

AccountNo.:

ABA:

SWIFT:

Legal Name:

Address:

The undersignedherebycertifiesthatthefollowingstatementsaretrueonthedatehereofandwill be true on the date of the Proposed Borrowing:

(A)

therepresentationsandwarranties containedinArticleVof the Credit Agreement orinanyotherLoanDocumentaretrueandcorrectinallmaterialrespectsonand as of the date of the Proposed Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;

1[Minimum amount of $20,000,000.]

Exhibit D – Page 1

(B)

Borrower shall have delivered to Administrative Agent a Borrowing Base Certificate in the form of ExhibitC to the Credit Agreement that contains information as of a recent date acceptable to the Administrative Agent; and

(C)

noDefaultorEventofDefaultexistsorwouldresultfromtheProposedBorrowing or from the application of the proceeds thereof.

[SignaturePagetoFollow]

Exhibit D – Page 2

Very truly yours,

Signature Page to

Notice of Borrowing

EXHIBITE-1

FORMOFTAXCOMPLIANCECERTIFICATE

(ForForeignLendersThatAreNotPartnershipsForU.S.FederalIncomeTaxPurposes)

Reference is hereby made to the Credit Agreement dated as of May 7, 2026 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto, and NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (the “Administrative Agent”).

Pursuant to the provisions of Section3.01(h)of the Credit Agreement, the undersigned hereby certifiesthat(i)itisthesolerecordandbeneficialowneroftheLoan(s)(aswellasanyNote(s)evidencing such Loan(s)) in respect of which it is providing this certificate, (ii)it is not a bank within the meaning of Section881(c)(3)(A)oftheCode,(iii)itisnotatenpercentshareholderofBorrowerwithinthemeaningof Section871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

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

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

Exhibit E-1

EXHIBITE-2

FORMOFU.S.TAXCOMPLIANCECERTIFICATE

(ForForeignParticipantsThatAreNotPartnershipsForU.S.FederalIncomeTaxPurposes)

Reference is hereby made to the Credit Agreement dated as of May 7, 2026 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto, and NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (the “Administrative Agent”).

Pursuant to the provisions of Section3.01(h)of the Credit Agreement, the undersigned hereby certifies that (i)it is the sole record and beneficial owner of the participation in respect of which it is providingthiscertificate,(ii) itisnotabankwithinthemeaningofSection881(c)(3)(A) oftheCode,(iii)it isnotatenpercentshareholderofBorrowerwithinthemeaningofSection871(h)(3)(B)oftheCode,and (iv)it is not a controlled foreign corporation related to Borrower as described in Section881(c)(3)(C)of the Code.

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

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

Exhibit E-2

EXHIBITE-3

FORMOFU.S.TAXCOMPLIANCECERTIFICATE

(ForForeignParticipantsThatArePartnershipsForU.S.FederalIncomeTaxPurposes)

Reference is hereby made to the Credit Agreement dated as of May 7, 2026 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto, and NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (the “Administrative Agent”).

Pursuant to the provisions of Section3.01(h)of the Credit Agreement, the undersigned hereby certifies that (i)it is the sole record owner of the participation in respect of which it is providing this certificate, (ii)its direct or indirect partners/members are the sole beneficial owners of such participation, (iii)with respect such participation, neither the undersigned nor any of its direct or indirect partners/membersisabankextendingcreditpursuanttoaloanagreemententeredintointheordinarycourse of its trade or business within the meaning of Section881(c)(3)(A) of the Code, (iv) none of its direct or indirectpartners/membersisatenpercentshareholderofBorrowerwithinthemeaningof Section871(h)(3)(B)of the Code and (v)none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

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

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

Exhibit E-3

EXHIBITE-4

FORMOFU.S.TAXCOMPLIANCECERTIFICATE

(ForForeignLendersThatArePartnershipsForU.S.FederalIncomeTaxPurposes)

Reference is hereby made to the Credit Agreement dated as of May 7, 2026 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among VINEBROOK HOMES OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), the lenders party thereto, and NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (the “Administrative Agent”).

Pursuant to the provisions of Section3.01(h)of the Credit Agreement, the undersigned hereby certifiesthat(i) it isthesolerecordowner oftheLoan(s)(aswell asanyNote(s)evidencingsuchLoan(s)) in respect of which it is providing this certificate, (ii)its direct or indirect partners/members are the sole beneficialownersofsuchLoan(s)(aswellasanyNote(s)evidencingsuchLoan(s)),(iii)withrespecttothe extensionofcreditpursuanttotheCreditAgreementoranyotherLoanDocument,neithertheundersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section881(c)(3)(A)of theCode,(iv)noneofitsdirectorindirectpartners/membersisatenpercentshareholderofBorrowerwithin the meaning of Section871(h)(3)(B)of the Code and (v)none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Code.

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

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

Exhibit E-4

EXHIBITF

FORMOFLENDERJOINDERAGREEMENT

This LENDER JOINDER AGREEMENT (this “Joinder”) is made as of May 7. Reference is hereby made to the Credit Agreement dated as of May 7, 2026 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among VINEBROOK HOMES OPERATINGPARTNERSHIP,L.P.,aDelawarelimitedpartnership(the“Borrower”),thelendersparty thereto, and , the lenders party thereto, and NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as administrative agent (the “Administrative Agent”).CapitalizedtermsnotdefinedhereinshallhavethemeaningsassignedtosuchtermsintheCredit Agreement.

The“AdditionalLenders”referredtoonScheduleIagreeasfollows:

1.

Each Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement as a Lender pursuant to Section 10.07(h) of the Credit Agreement.

2.

Each Additional Lender: (a)confirms that it has received a copy of the Credit Agreement and the other Loan Documents (except for copies of other Lenders’ Assignment and Assumptions which are availableto the Additional Lenders uponrequest),and such other documents and informationasit has deemedappropriatetomakeitsowncreditanalysisanddecisiontoenterintothisJoinder;(b)agreesthatit will,independentlyandwithoutrelianceupontheAdministrativeAgent,oranyotherLenderorAdditional Lender and based on suchdocuments andinformationas it shall deem appropriate at the time, continueto makeitsowncreditdecisionsintakingornottakingactionundertheCreditAgreementoranyotherLoan Document; (c)appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers and discretion asarereasonablyincidentalthereto;(d)agreesthatitwillperforminaccordancewiththeirtermsallofthe obligationsthatbythetermsoftheCreditAgreementarerequiredtobeperformedbyitasaLender; (e)attaches (or has delivered to the Administrative Agent) completed and signed copies of any forms that may be required by the United States Internal Revenue Service (together with any additional supporting documentation required pursuant to applicable Treasury Department regulations or such other evidence satisfactory to the Borrower and the Administrative Agent) in order to certify such Additional Lender’s exemption from United States withholding taxes with respect to any payments or distributions made or to bemadetosuchAdditionalLenderinrespectoftheLoansorundertheCreditAgreement;and(f)confirms that it is a Qualifying Lender.

3.

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

4.

Upon such execution and delivery, as of the Effective Date, each Additional Lender shall beapartytotheCredit Agreement andtheother LoanDocumentsandhavetherightsandobligationsof a Lender thereunder.

Exhibit F – Page 1

5.

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

6.

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

[RemainderofPageIntentionallyLeftBlank;

Signature Page(s) to Follow.]

Exhibit F – Page 2

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

Signature Page to

Lender Joinder Agreement

Signature Page to

Lender Joinder Agreement

Signature Page to

Lender Joinder Agreement

SCHEDULE I

to

JOINDER

Exhibit F

EXHIBITG

FORMOFASSIGNMENTANDASSUMPTION

This Assignment andAssumption(this “AssignmentandAssumption”) is datedas of the EffectiveDateset forthbelowandisenteredintobyandbetween[the][each]Assignoridentifiedinitem 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item2 below ([the][each, an] “Assignee”). [Itis understood and agreedthat therights and obligations of [the Assignors][the Assignees] hereunderareseveralandnotjoint.]Capitalizedtermsusedbutnotdefinedhereinshallhavethemeanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of whichisherebyacknowledgedbytheAssignee.TheStandardTermsandConditionssetforthinAnnex1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agentascontemplatedbelow(i)allof[theAssignor’s][therespectiveAssignors’]rightsandobligationsin [itscapacityasaLender][theirrespectivecapacitiesasLenders]undertheCreditAgreementandanyother documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below and (ii)to the extent permitted to be assigned underapplicablelaw,allclaims,suits,causesofactionandanyotherright of[theAssignor(initscapacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause(i) above (therightsand obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses(i) and (ii) above being referred to herein collectively as, [the][an] “Assigned Interest”).Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.

1.

Assignor[s]:

2.

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

3.

Borrower: VineBrookHomesOperatingPartnership,L.P.,aDelawarelimitedpartnership

4.

AdministrativeAgent:NexPointRealEstateFinanceOperatingPartnership,L.P.,asadministrative agent under the Credit Agreement.

5.

Credit Agreement:Credit Agreement dated as of April [], 2026, among VineBrook Homes Operating, L.P.,a Delaware limited partnership, asBorrower, thelendersfromtimetotime party thereto and NexPoint Real Estate Finance Operating Partnership, L.P., a Delaware limited partnership,asadministrativeagentforitselfandtheotherLenders,asthesamemaybeamended, restated, or supplemented from time to time.

Exhibit G – Page 1

6.

AssignedInterest[s]:2

[7. TradeDate: ]

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

ThetermssetforthinthisAssignmentandAssumptionareherebyagreed:

2[SeeSection10.07(b)(i)oftheCreditAgreementforminimumamountsforassignments.]

Exhibit G – Page 2

Exhibit G – Page 3

Exhibit G – Page 4

ANNEX1TOASSIGNMENTANDASSUMPTION

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. RepresentationsandWarranties.

1.1. Assignor.[The][Each] Assignor(a)represents and warrantsthat (i)it isthe legal and beneficialownerof[the][therelevant]AssignedInterest,(ii)[the][such]AssignedInterestisfreeandclear of any lien, encumbrance or other adverse claim, (iii)it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) [The][Each] Assignor represents and warrants that it is a Qualifying Lender; and (b)assumes no responsibility with respect to (i)any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii)the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii)the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv)the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee.[The][Each] Assignee (a)represents and warrants that (i)it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii)it meets all the requirements to be an assignee under Section10.07(a) and Section 10.07(b)(iii), (v), and (vi) of the Credit Agreement (subject to such consents, if any, as may be required underSection10.07(a)orSection10.07(b)(iii)oftheCreditAgreement),(iii)fromandaftertheEffective Date,itshallbeboundbytheprovisionsoftheCreditAgreementasaLenderthereunderand,totheextent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, and (iv)it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v)it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section6.01 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi)it has independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii)if it is a foreign lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement,dulycompletedandexecutedby[the][such] Assigneeand(viii)itis aQualifyingLender;and

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

Exhibit G

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

EffectiveDateandto[the][therelevant]Assigneeforamountswhichhaveaccruedfromandafterthe Effective Date.

3. GeneralProvisions.ThisAssignmentandAssumptionshallbebindingupon,andinure to the benefit of, the parties hereto and their respective successors and assigns.This Assignment and Assumptionmaybeexecutedinanynumberofcounterparts,whichtogethershallconstituteoneinstrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shallbeeffectiveasdeliveryofamanuallyexecutedcounterpartofthisAssignmentandAssumption.This AssignmentandAssumptionshallbegovernedby,andconstruedinaccordancewith,thelawsoftheState of Texas.

Exhibit G

EXHIBITH

RESERVED

Exhibit H

EXHIBIT I

RESERVED

Exhibit I