Exhibit 10.1


 


Execution Version


 


	
 


	 


 


$600,000,000


 


CREDIT AGREEMENT


 


dated as of December 16, 2021,


 


by and among


 


WALKER &
DUNLOP, INC.,

as Borrower,


 


the Lenders referred to herein,

as Lenders,


 


and


 


JPMORGAN
CHASE BANK, N.A.,

as Administrative Agent


 


and


 


JPMORGAN
CHASE BANK, N.A.,

as Sole Lead Arranger and Bookrunner


 


	
 


	 







    


     


    

 


TABLE OF CONTENTS


 


Page


 





	ARTICLE I
	DEFINITIONS
	 	 	 
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Definitions and Provisions	42
	SECTION 1.3	Accounting Terms	42
	SECTION 1.4	UCC Terms	42
	SECTION 1.5	Rounding	43
	SECTION 1.6	References to Agreement and Laws	43
	SECTION 1.7	Times of Day; Rates	43
	SECTION 1.8	Guarantees	43
	SECTION 1.9	Covenant Compliance Generally	43
	SECTION 1.10	Divisions	43
	SECTION 1.11	Limited Condition Acquisitions	44
	SECTION 1.12	Certain Determinations	45
	SECTION 1.13	Interest Rates; Benchmark Notification	46
	 	 	 
	ARTICLE II
	TERM LOAN FACILITY
	 	 	 
	SECTION 2.1	Initial Term Loan and Incremental Term Loans	46
	SECTION 2.2	Procedure for Advance of Term Loans	46
	SECTION 2.3	Repayment of Term Loans	48
	SECTION 2.4	Prepayments of Term Loans	48
	 	 	 
	ARTICLE III
	GENERAL LOAN PROVISIONS
	 	 	 
	SECTION 3.1	Interest	51
	SECTION 3.2	Notice and Manner of Conversion or Continuation of Loans	52
	SECTION 3.3	Fees	52
	SECTION 3.4	Manner of Payment	52
	SECTION 3.5	Evidence of Indebtedness	53
	SECTION 3.6	Sharing of Payments by Lenders	53
	SECTION 3.7	Funding by Lenders; Administrative Agent’s Clawback	54
	SECTION 3.8	Alternate Rate of Interest	55
	SECTION 3.9	Indemnity	57
	SECTION 3.10	Increased Costs	57
	SECTION 3.11	Taxes	58
	SECTION 3.12	Mitigation Obligations; Replacement of Lenders	61
	SECTION 3.13	Incremental Loans	62
	SECTION 3.14	Defaulting Lenders	65
	SECTION 3.15	Extension of Term Loan Maturity Date	66
	SECTION 3.16	Refinancing Term Loans	67



 






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	ARTICLE IV
	CONDITIONS OF CLOSING AND BORROWING
	 	 	 
	SECTION 4.1	Conditions to Closing and Initial Term Loan	69
	 	 	 
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES
	 	 	 
	SECTION 5.1	Organization; Power; Qualification	72
	SECTION 5.2	Ownership; Voting Agreements	72
	SECTION 5.3	Authorization; Enforceability	73
	SECTION 5.4	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.	73
	SECTION 5.5	Compliance with Law; Governmental Approvals	73
	SECTION 5.6	Tax Returns and Payments	74
	SECTION 5.7	Intellectual Property Matters	74
	SECTION 5.8	Environmental Matters	74
	SECTION 5.9	Employee Benefit Matters	75
	SECTION 5.10	Margin Stock	76
	SECTION 5.11	Government Regulation	76
	SECTION 5.12	Material Contracts	76
	SECTION 5.13	Employee Relations	77
	SECTION 5.14	Burdensome Provisions	77
	SECTION 5.15	[Reserved]	77
	SECTION 5.16	No Material Adverse Change	77
	SECTION 5.17	Solvency	77
	SECTION 5.18	Title to Properties	77
	SECTION 5.19	Litigation	77
	SECTION 5.20	Anti-Terrorism; Anti-Money Laundering; Anti-Corruption and Sanctions	77
	SECTION 5.21	Absence of Defaults	78
	SECTION 5.22	Disclosure	78
	 	 	 
	ARTICLE VI
	AFFIRMATIVE COVENANTS
	 	 	 
	SECTION 6.1	Financial Statements and Budgets	78
	SECTION 6.2	Certificates; Other Reports	80
	SECTION 6.3	Notice of Litigation and Other Matters	81
	SECTION 6.4	Preservation of Corporate Existence and Related Matters	82
	SECTION 6.5	Maintenance of Property and Licenses	82
	SECTION 6.6	Insurance	82
	SECTION 6.7	Accounting Methods and Financial Records	82
	SECTION 6.8	Payment of Taxes and Other Obligations	83
	SECTION 6.9	Compliance with Laws and Approvals	83
	SECTION 6.10	Environmental Laws	83
	SECTION 6.11	Compliance with ERISA	83
	SECTION 6.12	Material Contracts	84
	SECTION 6.13	Visits and Inspections; Appraisals	84
	SECTION 6.14	Additional Subsidiaries	85
	SECTION 6.15	Use of Proceeds	86
	SECTION 6.16	Maintenance of Debt Ratings	86
	SECTION 6.17	Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions	86
	SECTION 6.18	Further Assurances	87
	SECTION 6.19	Post-Closing Items	87



 






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	ARTICLE VII
	NEGATIVE COVENANTS
	 	 	 
	SECTION 7.1	Indebtedness	87
	SECTION 7.2	Liens	90
	SECTION 7.3	Investments	92
	SECTION 7.4	Fundamental Changes	93
	SECTION 7.5	Asset Dispositions	94
	SECTION 7.6	Restricted Payments	96
	SECTION 7.7	Transactions with Affiliates	97
	SECTION 7.8	Accounting Changes; Organizational Documents	97
	SECTION 7.9	Payments and Modifications of Junior Indebtedness	98
	SECTION 7.10	No Further Negative Pledges; Restrictive Agreements	99
	SECTION 7.11	Nature of Business	99
	SECTION 7.12	Amendments of Material Contracts	100
	SECTION 7.13	[Reserved]	100
	SECTION 7.14	Financial Covenant – Asset Coverage Ratio	100
	SECTION 7.15	Voting Agreements	100
	SECTION 7.16	Special Covenant Regarding Excluded Subsidiaries	100
	 	 	 
	ARTICLE VIII
	SPECIAL PROVISIONS REGARDING AGENCY MATTERS
	 	 	 
	SECTION 8.1	Special Representations, Warranties and Covenants Concerning Eligibility as Seller/Issuer and Service of Mortgage Loans	100
	SECTION 8.2	Special Representations, Warranties and Covenants Concerning Agency Agreements	101
	SECTION 8.3	Special Representation, Warranty and Covenant with respect to Fannie Mae Program Reserve Requirements	101
	SECTION 8.4	Special Provisions Regarding Agency Collateral	101
	 	 	 
	ARTICLE IX
	DEFAULT AND REMEDIES
	 	 	 
	SECTION 9.1	Events of Default	102
	SECTION 9.2	Remedies	104
	SECTION 9.3	Rights and Remedies Cumulative; Non-Waiver; Etc.	105
	SECTION 9.4	Crediting of Payments and Proceeds	105
	SECTION 9.5	Administrative Agent May File Proofs of Claim	106
	SECTION 9.6	Credit Bidding	107
	SECTION 9.7	Fannie Mae Limitations	107
	SECTION 9.8	Freddie Mac Limitations	107
	SECTION 9.9	Ginnie Mae Limitations	107
	 	 	 
	ARTICLE X
	THE ADMINISTRATIVE AGENT
	 	 	 
	SECTION 10.1	Appointment and Authority	108
	SECTION 10.2	Rights as a Lender	108
	SECTION 10.3	Exculpatory Provisions	109
	SECTION 10.4	Reliance by the Administrative Agent	109
	SECTION 10.5	Delegation of Duties	110
	SECTION 10.6	Resignation of Administrative Agent	110
	SECTION 10.7	Non-Reliance on Administrative Agent and Other Lenders	111
	SECTION 10.8	No Other Duties, Etc.	111
	SECTION 10.9	Collateral and Guaranty Matters	112
	SECTION 10.10	Secured Hedge Agreements and Secured Cash Management Agreements	112
	SECTION 10.11	Acknowledgement of Lenders	113



 






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	ARTICLE XI
	MISCELLANEOUS
	 	 	 
	SECTION 11.1	Notices	114
	SECTION 11.2	Amendments, Waivers and Consents	118
	SECTION 11.3	Expenses; Indemnity; Limitation of Liability	120
	SECTION 11.4	Right of Setoff	121
	SECTION 11.5	Governing Law; Jurisdiction, Etc.	122
	SECTION 11.6	Waiver of Jury Trial	122
	SECTION 11.7	Reversal of Payments	123
	SECTION 11.8	Injunctive Relief	123
	SECTION 11.9	Successors and Assigns; Participations	123
	SECTION 11.10	Treatment of Certain Information; Confidentiality	127
	SECTION 11.11	Performance of Duties	127
	SECTION 11.12	All Powers Coupled with Interest	127
	SECTION 11.13	Survival	128
	SECTION 11.14	Titles and Captions	128
	SECTION 11.15	Severability of Provisions	128
	SECTION 11.16	Counterparts; Integration; Effectiveness; Electronic Execution	128
	SECTION 11.17	Term of Agreement	129
	SECTION 11.18	USA PATRIOT Act; Anti-Money Laundering Laws	129
	SECTION 11.19	Independent Effect of Covenants	130
	SECTION 11.20	Inconsistencies with Other Documents	130
	SECTION 11.21	No Advisory or Fiduciary Responsibility	130
	SECTION 11.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	131
	SECTION 11.23	Certain ERISA Matters	131
	SECTION 11.24	Acknowledgement Regarding Any Supported QFCs	132
	SECTION 11.25	Limitation of Fannie Mae’s Agency Consent	133



 






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	EXHIBITS	 	 
	 	 	Form of:
	Exhibit A	-	Term Loan Note
	Exhibit B	-	Notice of Borrowing
	Exhibit C	-	Notice of Prepayment
	Exhibit D	-	Notice of Conversion/Continuation
	Exhibit E	-	Officer’s Compliance Certificate
	Exhibit F	-	Assignment and Assumption
	Exhibit G-1	-	U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
	Exhibit G-2	-	U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
	Exhibit G-3	-	U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
	Exhibit G-4	-	U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
	Exhibit H	-	Auction Procedures
	 
	SCHEDULES
	Schedule 1.1	-	Fannie Mae, Freddie Mac, Ginnie Mae and FHA/HUD Agreements
	Schedule 4.1	-	Investors
	Schedule 5.1	-	Jurisdictions of Organization and Qualification
	Schedule 5.2	-	Subsidiaries and Capitalization
	Schedule 5.6	-	Tax Matters
	Schedule 5.9	-	ERISA Plans
	Schedule 5.12	-	Material Contracts
	Schedule 5.13	-	Labor and Collective Bargaining Agreements
	Schedule 5.18	-	Real Property
	Schedule 6.19	-	Post-Closing Items
	Schedule 7.1	-	Existing Indebtedness 
	Schedule 7.2	-	Existing Liens
	Schedule 7.3	-	Existing Loans, Advances and Investments
	Schedule 7.7	-	Transactions with Affiliates


 






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This CREDIT AGREEMENT, dated
as of December 16, 2021 (this “Agreement”), is by and among WALKER & DUNLOP, INC., a Maryland corporation,
as the Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the
terms hereof, as Lenders, and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for the Lenders.


 


STATEMENT OF PURPOSE


 


The
Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders
have agreed to extend, a term loan credit facility to the Borrower as set forth herein.


 


NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree
as follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1            Definitions.
The following terms when used in this Agreement shall have the meanings assigned to them below:


 


“ABR Term Loan”
means a Term Loan bearing interest based upon the Alternate Base Rate.


 


“Adjusted Term SOFR
Rate” means, with respect to any Term Benchmark Borrowing for any Interest Period, an interest rate per annum equal to (a) the
Term SOFR Rate for such Interest Period, plus (b)(x) in the case of an Interest Period that is one month in duration, 0.10%,
(y) in the case of an Interest Period that is three months in duration, 0.15% and (z) in the case of an Interest Period that
is six months in duration, 0.25%; provided that if the Adjusted Term SOFR Rate as so determined would be less than 0.50%, such
rate shall be deemed to be 0.50% for purposes of this Agreement.


 


“Administrative Agent”
means JPMorgan, in its capacity as Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 10.6.


 


“Administrative Agent’s
Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 11.1(c).


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified.


 


“Agency”
means Fannie Mae, Freddie Mac, Ginnie Mae, FHA, or HUD.


 


“Agency Agreements”
means, singly and collectively, the Fannie Mae Agreements, the Freddie Mac Agreements, the Ginnie Mae Agreements, and the FHA/HUD Agreements.


 






    


     


    

 


“Agency Collateral”
means, singly and collectively, the Fannie Mae Collateral, the Freddie Mac Collateral, the Ginnie Mae Collateral, and the FHA/HUD Collateral,
respectively.


 


“Agency
Consents” means, singly and collectively, the written consent (and in the case of Ginnie Mae and HUD, acknowledgement), in
form and substance satisfactory to the Arranger, of each of Fannie Mae, Freddie Mac, Ginnie Mae and HUD (which in the case of Ginnie
Mae and HUD is a limited acknowledgment and is expressly not a consent) provided to the Administrative Agent pursuant to Section 4.1(d),
in each case as the same may be amended, restated, modified or supplemented from time to time.


 


“Agency Designated
Loans” means, singly and collectively, the Fannie Mae Designated Loans, the Freddie Mac Designated Loans, the Ginnie Mae Designated
Loans, and, as may be applicable, the FHA/HUD Loans, respectively.


 


“Agency Security
Interest” means, singly and collectively, the Fannie Mae Security Interest, the Freddie Mac Security Interest, the Ginnie Mae
Security Interest, and the FHA/HUD Security Interest, respectively.


 


“Agent Parties”
has the meaning assigned thereto in Section 11.1(e)(ii).


 


“Agreement”
has the meaning assigned thereto in the preamble to this Agreement.


 


“Alliant”
has the meaning assigned thereto in the definition of “Alliant Acquisition.”


 


“Alliant Acquisition”
means the acquisition of Alliant, Inc., a Florida corporation, Alliant ADC, Inc., a California corporation, Palm Drive Associates,
LLC, a Delaware limited liability company, The Alliant Company, LLC, a Florida limited liability company, Alliant Capital, Ltd.,
a Florida limited liability company, Alliant Fund Asset Holdings, LLC, a Delaware limited liability company, Alliant Asset Management
Company, LLC, a California limited liability company, Alliant Strategic Investments II, LLC, a Delaware limited liability company, ADC
Communities, LLC, a Florida limited liability company, ADC Communities II, LLC, a California limited liability company, AFAH Finance,
LLC, a Delaware limited liability company, Alliant Fund Acquisitions, LLC, a Florida limited liability company (collectively, “Alliant”),
pursuant to that certain Purchase Agreement (the “Alliant Purchase Agreement”), dated as of August 30, 2021, among,
inter alios, WDAAC, the Borrower and Alliant.


 


“Alliant Purchase
Agreement” has the meaning assigned thereto in the definition of “Alliant Acquisition.”


 


“Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in
effect on such day plus 1⁄2 of 1% and (c) the Adjusted Term SOFR Rate for a one month Interest Period as published two
U.S. Government Securities Business Days prior to such day (or if such day is not a Business Day, the immediately preceding Business Day)
plus 1%; provided that for the purpose of this definition, the Adjusted Term SOFR Rate for any day shall be based on the
Term SOFR Reference Rate at approximately 5:00 a.m. Chicago time on such day (or any amended publication time for the Term SOFR Reference
Rate, as specified by the CME Term SOFR Administrator in the Term SOFR Reference Rate methodology). Any change in the Alternate Base Rate
due to a change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate shall be effective from and including the effective date
of such change in the Prime Rate, the NYFRB Rate or the Adjusted Term SOFR Rate, respectively. If the Alternate Base Rate is being used
as an alternate rate of interest pursuant to Section 3.8 (for the avoidance of doubt, only until the Benchmark Replacement
has been determined pursuant to Section 3.8), then the Alternate Base Rate shall be the greater of clauses (a) and (b) above
and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as determined
pursuant to the foregoing would be less than 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement.


 






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“Ancillary
Document” has the meaning assigned thereto in Section 11.16(b).


 


“Ancillary
Fees” has the meaning assigned thereto in Section 11.2(j).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to
time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the rules and regulations
thereunder.


 


“Anti-Money Laundering
Laws” means any and all laws, statutes, regulations or obligatory government orders, decrees, ordinances or rules applicable
to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision
of the PATRIOT Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C.
 §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).


 


“Anti-Terrorism Laws”
has the meaning assigned thereto in Section 5.20.


 


“Applicable Law”
means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits, licenses, approvals,
interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.


 


“Applicable Margin”
means (a) 1.25%, in the case of ABR Term Loans and (b) 2.25%, in the case of Term SOFR Rate Loans. The Applicable Margin shall
be increased as, and to the extent, required by Section 3.13.


 


“Appraised Value”
means, with respect to the Servicing Contracts at any time, the value thereof set forth in the most recent appraisals received in accordance
with Section 6.13(b); provided that if such appraisal shall indicate a range of value, the mid-point of such range
shall be the Appraised Value.


 


“Approved Bank”
has the meaning assigned thereto in the definition of “Cash Equivalents.”


 


“Approved Fund”
means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate
of an entity that administers or manages a Lender.


 


“Arranger”
means JPMorgan, in its capacity as sole lead arranger and bookrunner.


 


“Asset Coverage Ratio”
means, as of any date of determination, the ratio of (a) the sum of (i) the then applicable Appraised Value of all Qualifying
Mortgage Servicing Rights of WDLLC and WD Capital on such date plus (ii) all Unrestricted Cash of the Credit Parties held
in the United States (excluding any assets securing any Securitization Transaction Attributed Indebtedness or any Permitted Funding Collateral)
to (b) Consolidated Corporate Indebtedness on such date.


 






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“Asset Disposition”
means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests and any transfer
or disposition by way of statutory division) by any Credit Party or any Subsidiary (other than Excluded Subsidiaries) thereof (or the
granting of any option or other right to do any of the foregoing). The term “Asset Disposition” shall not include (a) the
sale of inventory (other than Servicing Contracts and Mortgage Loans) in the ordinary course of business, (b) the transfer of assets
to the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to Section 7.4 (other than
clause (e) thereof), (c) the write-off, discount, sale or other disposition of defaulted or past-due receivables and similar
obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction, (d) the
disposition of any Hedge Agreement, (e) dispositions of Investments in cash and Cash Equivalents and (f) the transfer by any
Credit Party of its assets to any other Credit Party.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required
by Section 11.9), and accepted by the Administrative Agent, in substantially the form attached as Exhibit F or
any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Attributable Indebtedness”
means, on any date of determination, (a) in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof
that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic
Lease, the capitalized amount or principal amount of the remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.


 


“Available
Amount” means, as of any date of determination, an amount not less than zero, determined on a cumulative basis equal
to, without duplication:


 


(a)            the
greater of (x) $50,000,000 and (y) 20.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, plus


 


(b)            the
Cumulative Retained Excess Cash Flow Amount at such time, plus


 


(c)            the
aggregate amount of Net Cash Proceeds received by the Borrower (other than from a Subsidiary) from the sale or issuance of Qualified Equity
Interests of the Borrower after the Closing Date and on or prior to such time (including upon exercise of warrants or options), plus


 


(d)            the
aggregate amount of Net Cash Proceeds received by the Borrower or any Subsidiary (other than an Excluded Subsidiary and other than from
a Subsidiary) from Indebtedness (other than Junior Indebtedness) after the Closing Date converted to or exchanged for Qualified Equity
Interests of the Borrower, plus


 


(e)            the
amounts received in cash or Cash Equivalents by the Borrower or any Subsidiary (other than any Excluded Subsidiary) from any distribution,
dividend, profit, return of capital, repayment of loans or upon the disposition of any Investment, or otherwise received from an Excluded
Subsidiary (including the amounts received in cash or Cash Equivalents from any disposition or issuance of Equity Interests of an Excluded
Subsidiary), in each case, to the extent received in respect of an Investment (including the designation of an Excluded Subsidiary) made
in reliance on Section 7.3(k) and, in each case, not to exceed the original amount of such Investment, plus


 


(f)            the
fair market value of the Investments by the Borrower and its Subsidiaries (other than any Excluded Subsidiary) made in any Excluded Subsidiary
pursuant to Section 7.3(k) at the time it is redesignated as or merged into a Subsidiary pursuant to Section 6.14(d)(ii) (in
each case, not to exceed the fair market value (as determined in good faith by the Borrower) of such Investments made in such Excluded
Subsidiary at the time of such redesignation or merger), minus


 


(g)            the
aggregate amount of all (i) Investments made pursuant to Section 7.3(k), (ii) Restricted Payments made pursuant
to Section 7.6(d) and (iii) payments and prepayments of Junior Indebtedness made pursuant to Section 7.9(b)(iv),
in each case, after the Closing Date and on or prior to such time.


 






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“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, any tenor for such Benchmark (or component thereof)
or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or may be used
for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest
calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that
is then-removed from the definition of “Interest Period” pursuant to clause (e) of Section 3.8.


 


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


 


“Bail-In Legislation”
means with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom
Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to
the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation,
administration or other insolvency proceedings).


 


“Benchmark”
means, initially, with respect to any Term Benchmark Loan, the Term SOFR Rate; provided that if a Benchmark Transition Event, and
the related Benchmark Replacement Date have occurred with respect to the Term SOFR Rate or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to clause (b) of Section 3.8.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date:


 


(1)            the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; or


 


(2)            the
sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation
of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving
or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit
facilities denominated in Dollars at such time in the United States and (b) the related Benchmark Replacement Adjustment.


 


If the Benchmark Replacement as determined pursuant
to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for purposes
of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clause (1) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below
that can be determined by the Administrative Agent:


 






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(a)            the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)            the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)            for
purposes of clause (2) of the definition of “Benchmark Replacement,” the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the
Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or
recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such
Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark
Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for syndicated credit facilities denominated in Dollars at such time;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition
of “U.S. Government Securities Business Day,” the definition of “Interest Period,” timing and frequency of determining
rates and making payments of interest, timing of Notices of Borrowing or prepayment, conversion or continuation notices, length of lookback
periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative
Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides
that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no
market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative
Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).


 


“Benchmark
Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following events with respect to such then-current
Benchmark:


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date
of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such
Benchmark (or such component thereof); or


 






    6


     


    

 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be
determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor
of such Benchmark (or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt, (i) if the event
giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination,
the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark
Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon
the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).


 


“Benchmark
Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the following events with respect to
such then-current Benchmark:


 


(1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is
no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);


 


(2)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the
published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR Administrator, an
insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with
jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or
resolution authority over the administrator for such Benchmark (or such component), in each case, which states that the
administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or
such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no
successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer,
or as of a specified future date will no longer be, representative.


 


For the avoidance of doubt, a “Benchmark
Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information
set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof).


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clause (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has
replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.8
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under
any Loan Document in accordance with Section 3.8.


 


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


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 






    7


     


    

 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies,
and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.


 


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


 


“Borrower”
means Walker & Dunlop, Inc., a Maryland corporation.


 


“Borrower Materials”
means the materials and/or information provided on or behalf of the Borrower hereunder and made available to the Lenders by the Administrative
Agent and/or the Arranger by posting on the Platform.


 


“Borrowing”
means Term Loans of the same Class and Type, made, converted or continued on the same date and, in the case of Term Benchmark Loans,
as to which a single Interest Period is in effect.


 


“Business Day”
means any day other than a Saturday, Sunday or legal holiday on which banks in Charlotte, North Carolina and New York, New York, are open
for the conduct of their commercial banking business.


 


“Capital Expenditures”
means, with respect to the Credit Parties on a Consolidated basis, for any period, (a) the additions to property, plant and equipment
and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period
prepared in accordance with GAAP and (b) Capital Lease Obligations during such period, but excluding any acquisition of all or substantially
all of the assets, assets consisting of a business, line of business, unit or division or any Equity Interests of any other Person.


 


“Capital Lease Obligations”
of any Person means 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 classified and accounted for as
capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.


 


“Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof
having maturities of not more than twelve months from the date of acquisition (“Government Obligations”), (b) Dollar
denominated (or foreign currency fully hedged) time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates
of deposit of (y) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (z) any
bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody’s is at least
P-1 or the equivalent thereof (any such bank being an “Approved Bank”), in each case with maturities of not more than
364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes rated A-1 (or the equivalent thereof)
or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within twelve months of the date of acquisition
(other than paper or notes issued by the Borrower or an Affiliate of the Borrower), (d) repurchase agreements with a bank
or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States, (e) obligations of any state of the United States or any political
subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited
Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, and (f) Dollar
denominated time and demand deposit accounts or money market accounts with those domestic banks meeting the requirements of item (y) or
(z) of clause (b) above and any other domestic commercial banks insured by the FDIC with an aggregate balance not to exceed
in the aggregate at any time at any such bank such amount as may be fully insured by the FDIC from time to time.


 






    8


     


    

 


“Cash Management
Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit
card (including non-card electronic payables and purchasing cards), electronic funds transfer and other cash management arrangements.


 


“Cash Management
Bank” means any Person that (a) at the time it enters into a Cash Management Agreement with a Credit Party after the Closing
Date, is a Lender, an Affiliate of a Lender, the Administrative Agent or the Arranger or an Affiliate of the Administrative Agent or the
Arranger, or (b) is a Lender or an Affiliate of a Lender or the Administrative Agent or the Arranger or an Affiliate of the Administrative
Agent or the Arranger that is a party to a Cash Management Agreement with a Credit Party on the Closing Date.


 


“Change in Control”
means, at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial
ownership” of all Equity Interests that such “person” or “group” has the right to acquire, whether such
right is exercisable immediately or only after the passage of time), directly or indirectly, of more than forty percent (40%) of the Equity
Interests of the Borrower entitled to vote in the election of members of the board of directors (or equivalent governing body) of the
Borrower.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any
request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that
notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines
or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or
similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be
deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued.


 


“Class”
means, when used in reference to (a) any Term Loan, whether such Term Loan is an Initial Term Loan, an Incremental Term Loan, an
Extended Term Loan or a Refinancing Term Loan, (b) any Term Loan Commitment, whether such Term Loan Commitment is a Term Loan Commitment
with respect to an Initial Term Loan or an Incremental Term Loan, and (c) any Lender, refers to whether such Lender has a Term Loan
or Term Loan Commitment with respect to a particular Class of Term Loans or Term Loan Commitments. Incremental Term Loans, Extended
Term Loans and Refinancing Term Loans that have different terms and conditions shall be construed to be in different Classes.


 


“Closing Date”
means the date of this Agreement.


 


“CME Term SOFR Administrator”
means CME Group Benchmark Administration Limited as administrator of the forward-looking term Secured Overnight Financing Rate (SOFR)
(or a successor administrator).


 


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


 


“Collateral”
means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents.


 


“Collateral Agreement”
means the Guaranty and Collateral Agreement of even date herewith executed by the Credit Parties in favor of the Administrative Agent,
for the ratable benefit of the Secured Parties.


 






    9


     


    

 


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


 


“Connection Income
Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise
Taxes or branch profits Taxes.


 


“Consolidated”
means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated
basis in accordance with applicable principles of consolidation under GAAP.


 


“Consolidated Adjusted
EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Credit
Parties in accordance with GAAP: (a) Consolidated Corporate Net Income for such period plus (b) the sum of the following,
without duplication, to the extent deducted in determining Consolidated Corporate Net Income for such period: (i) income and franchise
taxes, (ii) Consolidated Corporate Interest Expense, (iii) amortization, depreciation and other non-cash charges (including
any non-cash charges with respect to the write-off of Servicing Contracts) (except to the extent that such non-cash charges are reserved
for cash charges to be taken in the future), (iv) extraordinary losses (excluding extraordinary losses from discontinued operations),
(v) provisions for at-risk sharing obligations related solely to Fannie Mae Mortgage Loans pursuant to any Fannie Mae Program or
any comparable loss sharing arrangement permitted pursuant to Section 7.1(k) in an aggregate amount not to exceed ten
percent (10%) of Consolidated Adjusted EBITDA (determined without reference to this clause (b)(v)) for such period and (vi) Transaction
Costs less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Corporate
Net Income for such period: (i) interest income on cash or Cash Equivalents and other financing activities outside the ordinary course
of business, (ii) any extraordinary gains, (iii) non-cash gains or non-cash items increasing Consolidated Corporate Net Income,
(iv) capitalized amounts attributable to origination of Servicing Contract rights and (v) any cash loan loss expenses not otherwise
deducted or excluded from the determination of Consolidated Corporate Net Income. For purposes of this Agreement, Consolidated Adjusted
EBITDA shall (x) be adjusted on a Pro Forma Basis and (y) not include any net income (or loss) attributable to Excluded Subsidiaries,
except to the extent provided in the definition of “Consolidated Corporate Net Income.”


 


“Consolidated Corporate
Indebtedness” means, as of any date of determination with respect to the Credit Parties on a Consolidated basis without duplication,
the sum of all Indebtedness of the Credit Parties which shall exclude (a) any Non-Recourse Indebtedness to the extent not constituting
Excess Permitted Guarantees, (b) any Permitted Funding Indebtedness and (c) any trade payables incurred in the ordinary course
on customary trade terms and shall include all Securitization Transaction Attributed Indebtedness. For purposes of determining the Consolidated
Corporate Indebtedness at any time, all earn-out obligations of any Credit Party shall not be included irrespective of whether such earn-out
obligation is contingent or whether such obligation is indebtedness or a liability for purposes of GAAP.


 


“Consolidated Corporate
Interest Expense” means, for any period, determined on a Consolidated basis, without duplication, for the Credit Parties in
accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capital Lease Obligations and
all net payment obligations pursuant to Hedge Agreements) for such period, but excluding any Consolidated Interest Expense with respect
to Non-Recourse Indebtedness or Permitted Funding Indebtedness.


 






    10


     


    

 


“Consolidated Corporate
Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Corporate Indebtedness on such date
to (b) Consolidated Adjusted EBITDA for the most recent Test Period ending on or immediately prior to such date.


 


“Consolidated Corporate
Net Income” means, for any period, the net income (or loss) of the Credit Parties for such period, determined on a Consolidated
basis, without duplication, in accordance with GAAP; provided, that in calculating such net income (or loss) for any period, there
shall be excluded (a) the net income (or loss) of any Excluded Subsidiary or any Subsidiary of a Credit Party or any other Person
in which any Credit Party has a joint interest with a third party, in each case except to the extent such net income is actually paid
in cash to a Credit Party by dividend or other distribution during such period (net of any taxes payable on such dividends or distributions),
(b) the net income (or loss) of any Person accrued prior to the date it becomes a Credit Party or is merged into or consolidated
with a Credit Party or that Person’s assets are acquired by a Credit Party except to the extent included pursuant to the foregoing
clause (a), and (c) any gain or loss from any sale, lease, license, transfer or other disposition of Property during such period.


 


“Consolidated EBITDA”
means, for any period, the sum of the following determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries
in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication,
to the extent deducted in determining Consolidated Net Income for such period: (i) income and franchise taxes, (ii) Consolidated
Interest Expense, (iii) amortization, depreciation and other non-cash charges (including any non-cash charges with respect to
the write-off of Servicing Contracts) (except to the extent that such non-cash charges are reserved for cash charges to be taken in the
future), (iv) extraordinary losses (excluding extraordinary losses from discontinued operations), (v) provisions for at-risk
sharing obligations related solely to Fannie Mae Mortgage Loans pursuant to any Fannie Mae Program or any comparable loss sharing arrangement
permitted pursuant to Section 7.1(k), but only to the extent permitted to be added back in determining Consolidated Adjusted
EBITDA for such period pursuant to clause (b)(v) of the definition of “Consolidated Adjusted EBITDA” and (vi) Transaction
Costs less (c) the sum of the following, without duplication, to the extent included in determining Consolidated Net Income
for such period: (i) interest income on cash or Cash Equivalents and other financing activities outside the ordinary course of business,
(ii) any extraordinary gains, (iii) non-cash gains or non-cash items increasing Consolidated Net Income, (iv) capitalized
amounts attributable to origination of Servicing Contract rights and (v) any cash loan loss expenses not otherwise deducted or excluded
from the determination of Consolidated Net Income. For purposes of this Agreement, Consolidated EBITDA shall be adjusted on a Pro Forma
Basis.


 


“Consolidated Interest
Expense” means, for any period, determined on a Consolidated basis, without duplication, for the Borrower and its Subsidiaries
in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capital Lease Obligations and
all net payment obligations pursuant to Hedge Agreements) for such period.


 


“Consolidated Net
Income” means, for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period, determined on
a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income of the
Borrower and its Subsidiaries for any period, there shall be excluded (a) the net income (or loss) of any Person (other than a Subsidiary
which shall be subject to clause (c) below), in which the Borrower or any of its Subsidiaries has a joint interest with a third
party, except to the extent such net income is actually paid in cash to the Borrower or any of its Subsidiaries by dividend or other distribution
during such period, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower
or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets
are acquired by the Borrower or any of its Subsidiaries except to the extent included pursuant to the foregoing clause (a), (c) the
net income (if positive), of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such
Subsidiary to the Borrower or any of its Subsidiaries of such net income (i) is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such
Subsidiary or (ii) would be subject to any taxes payable on such dividends or distributions, but in each case only to the extent
of such prohibition or taxes and (d) any gain or loss from Asset Dispositions during such period.


 


“Consolidated Secured
Indebtedness” means, as of any date of determination, the aggregate principal amount of Consolidated Corporate Indebtedness
that is secured by a Lien on any assets of the Credit Parties.


 


“Consolidated Secured
Leverage Ratio” means, as of any date of determination, the ratio of (a) the Consolidated Secured Indebtedness on such
date to (b) Consolidated Adjusted EBITDA for the most recent Test Period ending on or immediately prior to such date.


 






    11


     


    

 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Corresponding Tenor”
with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately
the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Entity”
means any of the following:


 


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


 


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


 


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


 


“Covered
Party” has the meaning assigned thereto in Section 11.24.


 


“Credit Parties”
means, collectively, the Borrower and the Subsidiary Guarantors.


 


“Cumulative Retained
Excess Cash Flow Amount” means, at any date, an amount (which shall not be less than zero for any Excess Cash Flow Period) determined
on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods
ending after the Closing Date and prior to such date.


 


“Daily
Simple SOFR” means, for any day (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day
(such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days prior to
(i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day
is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate
Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website. Any change in
Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without
notice to the Borrower.


 


“Debt Issuance”
means the issuance of any Indebtedness for borrowed money by any Credit Party or any of its Subsidiaries (other than Excluded Subsidiaries).


 


“Debt Rating”
means, as applicable, (a) the corporate family rating of the Borrower as determined by Moody’s from time to time, (b) the
corporate rating of the Borrower as determined by S&P from time to time and (c) the ratings of the Term Loan Facility as determined
by Moody’s and/or S&P from time to time.


 






    12


     


    

 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United
States or other applicable jurisdictions from time to time in effect.


 


“Default”
means any of the events specified in Section 9.1 which with the passage of time, the giving of notice or any other condition,
would constitute an Event of Default.


 


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


 


“Defaulting Lender”
means, subject to Section 3.14(b), any Lender that (a) has failed to (i) fund all or any portion any Term Loan required
to be funded by it hereunder within two Business Days of the date such Term Loans were required to be funded hereunder unless such Lender
notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that
one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically
identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within two Business Days of the date when due or (b) has, or has a direct or indirect parent
company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver,
custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or
liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity
or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative
Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) or (b) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.14(b)) upon delivery
of written notice of such determination to the Borrower and each Lender.


 






    13


     


    

 


“Disqualified
Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity
Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition,
(a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund
obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon
the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Term Loans and all
other Obligations that are accrued and payable and the termination of the Term Loan Commitments), (b) are redeemable at the
option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset
sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to
the prior repayment in full of the Term Loans and all other Obligations that are accrued and payable and the termination of the Term
Loan Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash or (d) are or become
convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests,
in each case, prior to the date that is 91 days after the Term Loan Maturity Date; provided that if such Equity Interests is
issued pursuant to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such employees, such Equity
Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower
or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Dollars”
or “$” means, unless otherwise qualified, dollars in lawful currency of the United States.


 


“Domestic Subsidiary”
means any Subsidiary organized under the laws of the United States, any state thereof or the District of Columbia.


 


“Dutch Auction”
has the meaning assigned thereto in Section 11.9(g).


 


“ECF Percentage”
means, for any Excess Cash Flow Period or Fiscal Year, as the case may be, (a) 50%, if the Consolidated Corporate Leverage Ratio
as of the last day of such Excess Cash Flow Period or Fiscal Year, as the case may be, is greater than 2.25 to 1.00, (b) 25%, if
the Consolidated Corporate Leverage Ratio as of the last day of such Excess Cash Flow Period or Fiscal Year, as the case may be, is greater
than 1.75 to 1.00, but less than or equal to 2.25 to 1.00 and (c) 0%, if the Consolidated Corporate Leverage Ratio as of the last
day of such Excess Cash Flow Period or Fiscal Year, as the case may be, is less than or equal to 1.75 to 1.00.


 






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


 


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


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any credit institution or investment firm established in any EEA Member Country.


 


“Effective
Yield” means, as to any Indebtedness, the effective interest rate with respect thereto as reasonably determined by the
Administrative Agent in consultation with the Borrower and consistent with generally accepted financial practices, it being agreed
that (x) arrangement, commitment, structuring, underwriting, advisory, ticking, unused line, call protection, prepayment
premium, consent and amendment fees, or any similar fees payable in connection with the commitment or syndication of such
Indebtedness paid or payable to any of the applicable arrangers, advisors or other agents (or their respective affiliates) in their
respective capacities as such in connection with the applicable Indebtedness, as applicable (whether or not such fees are paid to or
shared in whole or in part with any lenders thereunder), and any other fees that are not generally paid to all lenders (or their
respective affiliates) ratably with respect to such loans or such facility and that are paid or payable in connection with such
loans or such facility, shall be excluded, (y) original issue discount and upfront fees paid or payable to the lenders
thereunder shall be included (with original issue discount and upfront fees being equated to interest based on assumed four-year
life to maturity (or, if less, the remaining life to maturity) without any present value discount) and (z) to the extent that
the Adjusted Term SOFR Rate for a three month interest period on the closing date of any such Incremental Term Loan Commitment is
(A) less than the then-applicable interest rate floor, the amount of such difference shall be deemed added to the interest
margin for the applicable existing Term Loans, solely for the purpose of determining whether an increase in the interest rate
margins for the applicable existing Term Loans shall be required and (B) less than the interest rate floor, if any, applicable
to any such Incremental Term Loans, the amount of such difference shall be deemed added to the interest rate margins for such
Incremental Term Loans solely for such purpose; provided that, to the extent any increase in interest rate margin would be
required pursuant to the foregoing provisions, solely on account of clause (B) immediately above, such increase shall be
effected solely by way of an increase in the Adjusted Term SOFR Rate floor instead of an increase in the Applicable Margin).


 


“Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with
the intent to sign, authenticate or accept such contract or record.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Sections 11.9(b)(iii), (v) and (vi) (subject
to such consents, if any, as may be required under Section 11.9(b)(iii)).


 


“Employee Benefit
Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that is maintained for
employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the
preceding seven (7) years been maintained, funded or administered for the employees of any Credit Party or any current or former
ERISA Affiliate.


 






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“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations,
notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course of business
and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation
of or liability under any Environmental Law or relating to any permit issued, or any approval given, under any such Environmental Law,
including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials
or arising from alleged injury or threat of injury to public health or the environment.


 


“Environmental Laws”
means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes, rules, standards and regulations, permits,
licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of public health or
the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials.


 


“Equity Interests”
means (a) in the case of a corporation, capital stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership
interests (whether general or limited), (d) in the case of a limited liability company, membership interests, (e) any other
interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person and (f) any and all warrants, rights or options to purchase any of the foregoing.


 


“Equity Issuance”
means any issuance by the Borrower of common shares of its Equity Interests to any Person that is not a Credit Party (including, without
limitation, in connection with the exercise of options or warrants or the conversion of any debt securities to equity).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder.


 


“ERISA Affiliate”
means any Person who together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b),
(c), (m) or (o) of the Code or Section 4001(b) of ERISA.


 


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


 


“Event of Default”
means any of the events specified in Section 9.1; provided that any requirement for passage of time, giving of notice,
or any other condition, has been satisfied.


 


“Excess Cash Flow”
means, for the Credit Parties on a Consolidated basis, in accordance with GAAP for any Excess Cash Flow Period:


 


(a)            the
sum, without duplication, of (i) Consolidated Corporate Net Income for such Excess Cash Flow Period, (ii) an amount equal to
the amount of all non-cash charges to the extent deducted in determining Consolidated Corporate Net Income for such Excess Cash Flow Period,
(iii) the amount of tax expense deducted in determining Consolidated Corporate Net Income of the Credit Parties for such Excess Cash
Flow Period to the extent it exceeds the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable
(without duplication) in such Excess Cash Flow Period and (iv) decreases in Working Capital for such Excess Cash Flow Period, minus


 






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(b)            the
sum, without duplication, of (i) the aggregate amount of cash (A) actually paid by the Credit Parties during such Excess Cash
Flow Period on account of Capital Expenditures and Permitted Acquisitions (including any earnouts paid in connection with such Permitted
Acquisitions) and (B) Investments and Restricted Payments made during such Excess Cash Flow Period (in each case under this clause
(i) other than to the extent any such Capital Expenditure, Permitted Acquisition or other Investment or Restricted Payment is made
or is expected to be made with the proceeds of Indebtedness of the Credit Parties (other than revolving indebtedness)), (ii) the
aggregate amount of all principal payments of Indebtedness of any Credit Party (including (x) the principal component of payments
in respect of Capital Lease Obligations and (y) the amount of any prepayment of Term Loans pursuant to Section 2.3, 2.4(b)(ii) or
2.4(b)(iii) (to the extent the Asset Disposition or Insurance or Condemnation Event giving rise to such mandatory prepayment
increased Consolidated Corporate Net Income) (but excluding all other prepayments of the Term Loans) made in cash by the Credit Parties
during such Excess Cash Flow Period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder)), except to the extent financed with the proceeds of other Indebtedness of the Credit Parties (other
than revolving indebtedness), (iii) an amount equal to the amount of all non-cash credits and other non-cash items, in each case,
to the extent included in determining Consolidated Corporate Net Income for such Excess Cash Flow Period (including, without limitation,
capitalized amounts attributable to origination of Servicing Contract rights), (iv) the amount of cash taxes (including penalties
and interest) paid or tax reserves set aside or payable (without duplication) by the Credit Parties in such Excess Cash Flow Period to
the extent they exceed the amount of tax expense deducted in determining Consolidated Corporate Net Income for such Excess Cash Flow Period
and (v) increases to Working Capital for such Excess Cash Flow Period.


 


“Excess Cash Flow
Period” means each fiscal quarter of the Borrower beginning with the fiscal quarter ending December 31, 2021.


 


“Excess Permitted
Guarantees” means any Permitted Guarantee to the extent that the value of such Guarantee (as determined in accordance with Section 1.8)
exceeds the Realizable Value of the assets that are subject to a Lien securing the Indebtedness that is the subject of such Permitted
Guarantee.


 


“Exchange Act”
means the Securities Exchange Act of 1934 (15 U.S.C. § 77 et seq.), as amended.


 


“Excluded Information”
means any non-public information with respect to the Borrower or its Subsidiaries or any of their respective securities to the extent
such information could have a material effect upon, or otherwise be material to, an assigning Lender’s decision to assign Term Loans
or a purchasing Lender’s decision to purchase Term Loans.


 


“Excluded Subsidiary”
means each of the following:


 


(a)     each
of W&D Interim Lender LLC, W&D Interim Lender II LLC, W&D Interim Lender III, Inc., W&D Interim Lender IV, LLC,
W&D Interim Lender V, Inc., W&D Interim Lender VI, LLC, Walker & Dunlop
Commercial Mortgage Manager, LLC, Walker & Dunlop Commercial Property Funding, LLC, Walker & Dunlop Commercial
Property Funding I, LLC, Walker & Dunlop Commercial Property Funding I WF, LLC, Walker & Dunlop Commercial
Property Funding I CS, LLC, Walker & Dunlop Commercial Property Funding I CB, LLC, WDIS, Inc., Walker &
Dunlop Investment Management, LLC, WD-ILP JV Investor, LLC (formerly known as WD-BXMT JV Investor, LLC), Walker & Dunlop
Investment Partners, Inc. (formerly known as JCR Capital Investment Corporation), JCR Capital Investment Company, LLC (and
various fund entities controlled directly/indirectly by JCR Capital Investment Company, LLC), Enodo, Inc., W&D KBP, LLC,
W&D ETE, LLC, WD-G JV Investor, LLC, WD-IC JV GP, LLC, WD-IC JV Investor, LLC, WDIS WA, LLC, WDIB - Investor, LLC, WDIB, LLC,
Zelman Partners, LLC, WDAAC, LLC, W&D STCI, LLC, W&D RPS HoldCo, LLC and their respective Subsidiaries, but, in each case,
only for so long as such Person continues to satisfy the requirements for Excluded Subsidiaries in Section 6.14(d);


 






    17


     


    

 


(b)            any
Subsidiary designated in accordance with Section 6.14(d)(i) that has not been re-designated or reclassified in accordance
with Section 6.14(d)(ii);


 


(c)            any
Subsidiary that is a Securitization Entity; and


 


(d)            any
Foreign Subsidiary that is not disregarded for tax purposes and the guarantee by such Foreign Subsidiary would have material adverse federal
income tax consequences for the Borrower (by constituting an investment of earnings in United States property under Section 956 of
the Code, triggering an increase in the gross income of the Borrower pursuant to Section 951 of the Code) after giving effect to
any corresponding credits or offsets;


 


provided
that, notwithstanding anything to the contrary in this Agreement, (i) no Person that is a Credit Party as of the Closing Date and
(ii) no Subsidiary that itself or through any of its Subsidiaries owns, directly or indirectly, any Equity Interests or Indebtedness
of, or owns or holds any Lien on any property of, a Credit Party shall be an Excluded Subsidiary.


 


“Excluded Swap Obligation”
means, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Credit
Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation
(or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the
Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Credit Party’s
failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the liability for or the guarantee of such Credit Party or the grant of such security interest becomes effective
with respect to such Swap Obligation (such determination being made after giving effect to any applicable keepwell, support or other agreement
for the benefit of the applicable Credit Party, including under any keepwell provision of the Collateral Agreement). If a Swap Obligation
arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that
is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the immediately
preceding sentence of this definition.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and
branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its
principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any
political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, United States federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Term
Loan or Term Loan Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in
the applicable Term Loan Commitment (or, in the case of a Term Loan not funded pursuant to a Term Loan Commitment, acquired such
interest in such Term Loan), other than pursuant to an assignment request by the Borrower under Section 3.12(b) or
(ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.11,
amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the
applicable interest in the applicable Term Loan Commitment or Term Loan or to such Lender immediately before it changed its Lending
Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.11(g) and
(d) any United States federal withholding Taxes imposed under FATCA.


 






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“Existing Credit
Agreement” means that certain Amended and Restated Credit Agreement dated as of November 7, 2018 (as amended prior to the
Closing Date) by and among the Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.


 


“Existing Credit
Agreement Refinancing” has the meaning assigned thereto in the definition of “Transactions.”


 


“Existing Liens”
has the meaning assigned thereto in Section 11.2(j).


 


“Existing Term Loan
Maturity Date” has the meaning assigned thereto in Section 3.15(a).


 


“Existing Term Loan
Tranche” has the meaning assigned thereto in Section 3.15(a).


 


“Extended Term Loan
Maturity Date” has the meaning assigned thereto in Section 3.15(c).


 


“Extended Term Loans”
has the meaning assigned thereto in Section 3.15(a).


 


“Extension Amendment”
has the meaning assigned thereto in Section 3.15(e).


 


“Extension Effective
Date” has the meaning assigned thereto in Section 3.15(c).


 


“Extension Request”
has the meaning assigned thereto in Section 3.15(a).


 


“Fannie Mae”
means Fannie Mae, a corporation created under the laws of the United States.


 


“Fannie Mae Agreements”
means all applicable selling and servicing agreements (including the Fannie Mae Servicing Contracts) between Fannie Mae and any Credit
Party under any Fannie Mae Program, together with any other present or future contracts, agreements, instruments or indentures to which
Fannie Mae and any Credit Party are parties or pursuant to which any Credit Party owes any duty or obligation to Fannie Mae, and including
the Fannie Mae Guides, however titled, referred to in those selling and servicing agreements and all other Fannie Mae guidelines, directives
and approvals to which any Credit Party is subject. All Fannie Mae Agreements existing as of the Closing Date (other than such Fannie
Mae Guides) are detailed in Schedule 1.1.


 


“Fannie Mae Collateral”
has the meaning assigned thereto in Section 8.01(a) of the Collateral Agreement.


 


“Fannie Mae Designated
Loans” has the meaning assigned thereto in Section 8.01(a) of the Collateral Agreement.


 


“Fannie Mae Guide”
has the meaning assigned thereto in Section 1.02 of the Collateral Agreement.


 






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“Fannie Mae Mortgage
Loan” means a permanent Mortgage Loan originated under the Fannie Mae Agreements, the Fannie Mae Guide, or any Fannie Mae Program.


 


“Fannie Mae Program”
means (a) any program offered by Fannie Mae to which a Credit Party is a party as of the Closing Date pursuant to a Fannie Mae Agreement
set forth on Schedule 1.1 hereto and (b) any other program offered by Fannie Mae at any time and from time to time after the
Closing Date in which any Credit Party participates pursuant to the Fannie Mae Agreements.


 


“Fannie Mae Security
Interest” has the meaning assigned thereto in Section 8.01(a) of the Collateral Agreement.


 


“Fannie Mae Servicing
Contracts” means any Servicing Contracts between any Credit Party and Fannie Mae.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described
above), and any intergovernmental agreements among Governmental Authorities (and any related laws, regulations or official administrative
guidance) implementing the foregoing.


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Federal Funds Effective
Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary
institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time, and published on the
next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate
as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 


“FHA” means
the United States Federal Housing Administration.


 


“FHA/HUD Agreements”
means the Multifamily Accelerated Processing Guide, with respect to any Credit Party under any FHA/HUD Program, together with any other
present or future contracts, agreements, instruments or indentures to which FHA and/or HUD and any Credit Party are parties or pursuant
to which any Credit Party owes any duty or obligation to FHA and/or HUD, and including the FHA/HUD Guides, however titled, referred to
in those selling and servicing agreements and all other FHA/HUD guidelines, directives and approvals to which any Credit Party is subject.
All FHA/HUD Agreements existing as of the Closing Date (other than such FHA/HUD Guides) are detailed in Schedule 1.1.


 


“FHA/HUD Collateral”
means all “Collateral” (as defined in Section 1.02 of the Collateral Agreement) in any way relating to the FHA/HUD Loans,
including without limitation, all servicing fees and other income received by any Credit Party with respect to FHA/HUD Loans, except as
and to the limited extent as may be expressly prohibited or limited under any of the FHA/HUD Agreements.


 


“FHA/HUD Guide”
has the meaning assigned thereto in Section 1.02 of the Collateral Agreement.


 






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“FHA/HUD Loans”
has the meaning assigned thereto in Section 1.02 of the Collateral Agreement.


 


“FHA/HUD Program”
means any of (a) the Multifamily Accelerated Processing program, and (b) any other program offered by FHA or HUD at any time
and from time to time in which any Credit Party participates.


 


“FHA/HUD Security
Interest” means the security interest granted to and in the FHA/HUD Collateral as and to the extent provided in the Collateral
Agreement.


 


“Financial Covenant”
means, on any date of determination, the applicable Asset Coverage Ratio covenant level required pursuant to Section 7.14.


 


“First Tier Foreign
Subsidiary” means any Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957
of the Code and the Equity Interests of which are owned directly by any Credit Party.


 


“Fiscal Year”
means the fiscal year of the Borrower and its Subsidiaries ending on December 31.


 


“Fixed Amounts”
has the meaning assigned thereto in Section 1.12(b).


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the Adjusted Term SOFR Rate. For the avoidance of doubt the initial
Floor for the Adjusted Term SOFR Rate shall be 0.50%.


 


“Foreign Lender”
means a Lender that is not a U.S. Person.


 


“Foreign Subsidiary”
means any Subsidiary that is not a Domestic Subsidiary.


 


“Freddie Mac”
means Freddie Mac, a corporation organized under the laws of the United States.


 


“Freddie Mac Agreements”
means all applicable selling and servicing agreements (including the Freddie Mac Servicing Contracts) between Freddie Mac and any Credit
Party under any Freddie Mac Program, together with any other present or future contracts, agreements, instruments or indentures to which
Freddie Mac and any Credit Party are parties or pursuant to which any Credit Party owes any duty or obligation to Freddie Mac, and including
the Freddie Mac Guide, however titled, referred to in those selling and servicing agreements and all other Freddie Mac guidelines, directives
and approvals to which any Credit Party is subject. All Freddie Mac Agreements existing as of the Closing Date (other than the Freddie
Mac Guide) are detailed in Schedule 1.1.


 


“Freddie Mac Collateral”
has the meaning assigned thereto in Section 8.02(a) of the Collateral Agreement.


 


“Freddie Mac Designated
Loans” has the meaning assigned thereto in Section 8.02(a) of the Collateral Agreement.


 


“Freddie Mac Guide”
has the meaning assigned thereto in Section 1.02 of the Collateral Agreement.


 






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“Freddie Mac Program”
means any of (a) the Freddie Mac Program Plus, (b) the Targeted Affordable Housing Program, and (c) any other program offered
by Freddie Mac at any time and from time to time in which any Credit Party participates.


 


“Freddie Mac Security
Interest” has the meaning assigned thereto in Section 8.02(a) of the Collateral Agreement.


 


“Freddie Mac Servicing
Contracts” means any Servicing Contracts between any Credit Party and Freddie Mac.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its activities.


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied.


 


“Ginnie Mae”
means the Government National Mortgage Association (commonly known as Ginnie Mae), a United States government owned corporation within
HUD.


 


“Ginnie Mae
Agreements” means all applicable agreements, including servicing agreements between Ginnie Mae and any Credit Party under
any Ginnie Mae Program, together with any other present or future contracts, agreements, instruments or indentures to which Ginnie
Mae and any Credit Party are parties or pursuant to which any Credit Party owes any duty or obligation to Ginnie Mae, and including
the Ginnie Mae Guides, however titled, referred to in such agreements (including such servicing agreements) and all other Ginnie Mae
guidelines, directives and approvals to which any Credit Party is subject. All Ginnie Mae Agreements existing as of the Closing Date
(other than such Ginnie Mae Guides) are detailed in Schedule 1.1.


 


“Ginnie Mae Collateral”
has the meaning assigned thereto in Section 8.03(a) of the Collateral Agreement.


 


“Ginnie Mae Designated
Loans” has the meaning assigned thereto in Section 8.03(a) of the Collateral Agreement.


 


“Ginnie Mae Guide”
has the meaning assigned thereto in Section 1.02 of the Collateral Agreement.


 


“Ginnie Mae Program”
means any program offered by Ginnie Mae at any time and from time to time in which any Credit Party participates.


 


“Ginnie Mae Security
Interest” has the meaning assigned thereto in Section 8.03(a) of the Collateral Agreement.


 


“Government Obligations”
has the meaning assigned thereto in the definition of “Cash Equivalents.”


 






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“Governmental Approvals”
means all authorizations, consents, approvals, permits, licenses and exemptions of, and all registrations and filings with or issued by,
any Governmental Authorities.


 


“Governmental Authority”
means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local or otherwise,
and any agency (including any Agency), authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national
bodies such as the European Union or the European Central Bank).


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance
or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services
for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of guaranty issued to
support such Indebtedness or obligation or (e) for the purpose of assuming in any other manner the obligee in respect of such Indebtedness
or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (whether in whole
or in part).


 


“guarantor”
has the meaning assigned thereto in the definition of “Guarantee.”


 


“Hazardous Materials”
means any substances or materials (a) which are or become defined as hazardous wastes, hazardous substances, pollutants, contaminants,
chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise harmful to public health or the environment and are or become regulated
by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common
law, (d) the discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental
Approval, (e) which are deemed by a Governmental Authority to constitute a nuisance or a trespass which pose a health or safety hazard
to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde
foam insulation, petroleum hydrocarbons, petroleum derived substances or waste, crude oil, nuclear fuel, natural gas or synthetic gas.


 


“Hedge Agreement”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form
of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement.


 






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“Hedge Bank”
means any Person that (a) at the time it enters into a Hedge Agreement after the Closing Date with a Credit Party permitted under
Article VII, is a Lender, an Affiliate of a Lender, the Administrative Agent or the Arranger or an Affiliate of the Administrative
Agent or the Arranger, or (b) is a Lender or an Affiliate of a Lender or the Administrative Agent or the Arranger or an Affiliate
of the Administrative Agent or the Arranger that is a party to a Hedge Agreement with a Credit Party on the Closing Date.


 


“Hedge Termination
Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable
netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such Hedge Agreements have been closed
out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in the foregoing clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements,
as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedge
Agreements (which may include a Lender or any Affiliate of a Lender).


 


“HUD” means
the United States Department of Housing and Urban Development.


 


“HUD MAP Lender”
means a lender approved by HUD under the Multifamily Accelerated Processing program.


 


“Increased Amount
Date” has the meaning assigned thereto in Section 3.13(a).


 


“Incremental Lender”
has the meaning assigned thereto in Section 3.13(a).


 


“Incremental Term
Loan” has the meaning assigned thereto in Section 3.13(a).


 


“Incremental Term
Loan Commitment” has the meaning assigned thereto in Section 3.13(a).


 


“Incremental
Term Loan Limit” means, with respect to any proposed incurrence of any Incremental Term Loan under Section 3.13,
an amount equal to the sum of (a) the greater of (i) $230,000,000 and (ii) 100.0% of Consolidated Adjusted EBITDA as
of the most recent Test Period ending on or immediately prior to such date less the total aggregate principal amount
(determined as of the date of incurrence thereof) of all Incremental Term Loans previously incurred under this clause (a), plus
(b) the maximum amount of Indebtedness that could be incurred on such date which would not cause the Consolidated Secured
Leverage Ratio to exceed 3.00 to 1.00 as if such incurrence occurred on the last day of the Test Period most recently ended on or
before such date (or, in the case of any Incremental Term Loan the proceeds of which will finance a Limited Condition Acquisition,
the date determined pursuant to Section 1.11), calculated on a Pro Forma Basis after giving effect to (i) any then
requested Incremental Term Loan (assuming that such Incremental Term Loan is fully funded), (ii) any permanent repayment of
Indebtedness in connection therewith and (iii) if applicable, any Limited Condition Acquisition to be consummated using the
proceeds of such Incremental Term Loan. Unless the Borrower otherwise notifies the Administrative Agent, if all or any portion of
any Incremental Term Loan would be permitted under clause (b) above on the applicable date of incurrence, such Incremental Term
Loan (or the relevant portion thereof) shall be deemed to have been incurred in reliance on clause (b) above prior to the
utilization of any amount available under clause (a) above.


 


“Incurrence Based
Amounts” has the meaning assigned thereto in Section 1.12(b).


 


“Indebtedness”
means, with respect to any Person at any date and without duplication, the sum of the following:


 






    24


     


    

 


(a)            all
liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures,
notes or other similar instruments of any such Person;


 


(b)            all
obligations to pay the deferred purchase price of property or services of any such Person (including, without limitation, all obligations
under non-competition, earnout or similar agreements), except trade payables arising in the ordinary course of business not more than
ninety (90) days past due, or that are currently being contested in good faith by appropriate proceedings and with respect to which reserves
in conformity with GAAP have been provided for on the books of such Person;


 


(c)            (i) the
Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless
of whether accounted for as indebtedness under GAAP) and (ii) all Securitization Transaction Attributed Indebtedness;


 


(d)            all
obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to
the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered
into in the ordinary course of business);


 


(e)            all
Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether
or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)            all
obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn (including,
without limitation, any reimbursement obligations), and banker’s acceptances issued for the account of any such Person;


 


(g)            all
obligations of any such Person in respect of Disqualified Equity Interests;


 


(h)            all
net obligations of such Person under any Hedge Agreements; and


 


(i)            all
Guarantees of any such Person with respect to any of the foregoing.


 


For all purposes hereof, the
Indebtedness of any Person shall include the Indebtedness 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 to the extent such Person is
liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, unless such Indebtedness
is expressly made non-recourse to such Person. The amount of any net obligation under any Hedge Agreement on any date shall be deemed
to be the Hedge Termination Value thereof as of such date.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
any Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 


“Indemnitee”
has the meaning assigned thereto in Section 11.3(b).


 


“Information”
has the meaning assigned thereto in Section 11.10.


 






    25


     


    

 


“Initial Term Loan”
means the term loan made to the Borrower on the Closing Date.


 


“Insurance and Condemnation
Event” means the receipt by any Credit Party or any of its Subsidiaries (other than Excluded Subsidiaries) of any cash insurance
proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect
to any of their respective Property.


 


“Interest Period”
means with respect to any Term Benchmark Borrowing, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter (in each case, subject to the availability for the
Benchmark applicable to the relevant Term Loan or Term Loan Commitment), as the Borrower may elect; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business
Day unless, in the case of a Term Benchmark Borrowing only, such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period pertaining to a Term Benchmark
Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period
and (iii) no tenor that has been removed from this definition pursuant to Section 3.8(e) shall be available for
specification in such borrowing request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing
is made and, thereafter, shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Investments”
has the meaning assigned thereto in Section 7.3.


 


“Investor”
means any Person (other than Fannie Mae, Freddie Mac, Ginnie Mae, FHA, or HUD) that (a) purchases Mortgage Loans serviced by any
Credit Party, or (b) insures or unconditionally guarantees Mortgage Loans serviced by any Credit Party.


 


“Investor Agreements”
means all applicable selling and servicing agreements (including the Investor Servicing Contracts) between an Investor and any Credit
Party, together with any other present or future contracts, agreements, instruments or indentures to which such Investor and any Credit
Party are parties or pursuant to which any Credit Party owes any duty or obligation to such Investor, and including the guides, however
titled, referred to in those selling and servicing agreements and all other Investor guidelines, directives and approvals to which any
Credit Party is subject.


 


“Investor Servicing
Contracts” means any Servicing Contracts between any Credit Party and an Investor.


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“JPMorgan”
means JPMorgan Chase Bank, N.A., a national banking association.


 


“Junior Indebtedness”
means, the collective reference to any Subordinated Indebtedness, any unsecured Indebtedness incurred under Section 7.1(n) and
any Indebtedness that is secured by a Lien on Collateral that is junior to the Liens securing the Term Loans.


 






    26


     


    

 


“Lender”
means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have become a party to this
Agreement as a Lender pursuant to an Assignment and Assumption or pursuant to Section 3.13, other than any Person that ceases
to be a party hereto as a Lender pursuant to an Assignment and Assumption.


 


“Lender Joinder Agreement”
means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent delivered in connection with Section 3.13.


 


“Lender-Related
Party” has the meaning assigned thereto in Section 11.3(d).


 


“Lending Office”
means, with respect to any Lender, the office of such Lender maintaining such Lender’s Term Loans.


 


“License”
has the meaning assigned thereto in Section 6.5(b).


 


“Lien”
means, with respect to any asset, any mortgage, leasehold mortgage, lien, pledge, charge, security interest, hypothecation or encumbrance
of any kind in respect of such asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which
it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation
or other title retention agreement relating to such asset.


 


“Limited Condition
Acquisition” means any acquisition that (a) is not prohibited hereunder, (b) is financed in whole or in part with
a substantially concurrent incurrence of Indebtedness, and (c) is not conditioned on the availability of, or on obtaining, third-party
financing.


 


“Loan Documents”
means, collectively, this Agreement, each Term Loan Note, the Security Documents, each Refinancing Amendment, each Extension Amendment,
each Lender Joinder Agreement and each other document, instrument, certificate and agreement executed and delivered by any of the Credit
Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection
with this Agreement or otherwise referred to herein or contemplated hereby (excluding any Secured Hedge Agreement and any Secured Cash
Management Agreement).


 


“Material Adverse
Effect” means, any of the following: (a) a material adverse change in, or a material adverse effect on, the operations,
business, assets, properties, liabilities (actual or contingent) or condition (financial or otherwise) of either (i) the Borrower
and its Subsidiaries, taken as a whole or (ii) the Credit Parties, taken as a whole, (b) a material impairment of the ability
of the Credit Parties, taken as a whole, to perform their respective obligations under any Loan Document to which any Credit Party is
a party, (c) a material impairment on the rights and remedies of the Administrative Agent or any Lender under any Loan Document,
or (d) a material adverse effect on the legality, validity, binding effect or enforceability against any Credit Party of any Loan
Document to which it is a party.


 


“Material Contract”
means (a) each of the Agency Agreements or (b) any other contract or agreement, written or oral, of any Credit Party or any
of its Subsidiaries, as to both clauses (a) and (b) the breach, non-performance, cancellation or failure to renew of which
could reasonably be expected to have a Material Adverse Effect.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgage”
means a mortgage or deed of trust on real property that is improved and substantially completed.


 


“Mortgage Loan”
means any loan evidenced by a Mortgage Note and secured by a Mortgage and, if applicable, a Mortgage Security Agreement.


 






    27


     


    

 


“Mortgage Note”
means a promissory note secured by one or more Mortgages and, if applicable, one or more Mortgage Security Agreements.


 


“Mortgage Security
Agreement” means a security agreement or other agreement that creates a Lien on personal property, including furniture, fixtures
and equipment, to secure repayment of a Mortgage Loan.


 


“MSR Assets”
has the meaning assigned thereto in the Collateral Agreement.


 


“Multiemployer Plan”
means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate
is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding seven (7) years.


 


“Net Cash Proceeds”
means, as applicable, (a) with respect to any Asset Disposition or Insurance and Condemnation Event, the gross proceeds received
by any Credit Party or any of its Subsidiaries (other than Excluded Subsidiaries) therefrom (including any cash, Cash Equivalents, deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, as and when received) less the sum of (i) in the
case of an Asset Disposition, all income taxes and other taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority
as a result of such transaction (provided that if such estimated taxes exceed the amount of actual taxes required to be paid in
cash in respect of such Asset Disposition, the amount of such excess shall constitute Net Cash Proceeds), (ii) all reasonable and
customary out-of-pocket fees and expenses incurred in connection with such transaction or event and (iii) the principal amount of,
premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) disposed of, which Indebtedness
is required to be repaid in connection with such transaction or event, and (b) with respect to any Equity Issuance or Debt Issuance,
the gross cash proceeds received by any Credit Party or any of its Subsidiaries therefrom less all reasonable and customary out-of-pocket
legal, underwriting and other fees and expenses incurred in connection therewith.


 


“Non-Consenting Lender”
means any Lender that does not approve any consent, waiver, amendment, modification or termination that (a) requires the approval
of all Lenders or all affected Lenders in accordance with the terms of Section 11.2 and (b) has been approved by the
Required Lenders.


 


“Non-Defaulting Lender”
means, at any time, each Lender that is not a Defaulting Lender at such time.


 


“Non-Recourse Indebtedness”
means, with respect to any specified Person or any of its Subsidiaries, Indebtedness that (a) is not, in whole or in part, Indebtedness
of, or secured by any Lien on the assets or properties of, any Credit Party (and for which no Credit Party has created, maintained or
assumed any Guarantee) and for which no holder thereof has or could have upon the occurrence of any contingency, any recourse against
any Credit Party or the assets thereof (other than (i) usual and customary carve out matters for which the Borrower provides an unsecured
Guarantee with respect to fraud, misappropriation, breaches of representations and warranties and misapplication and (ii) Permitted
Guarantees, in each case for which no claim for payment or performance thereof has been made that would constitute a liability of the
Borrower in accordance with GAAP), (b) is owing to a Person that is not the Borrower, a Subsidiary of the Borrower or an Affiliate
of the Borrower or its Subsidiaries and (c) other than as expressly provided herein with respect to the Guarantees contemplated by
the second parenthetical to clause (a) of this definition, the source of repayment for which is expressly limited to the assets or
cash flows of such Person.


 






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“Notice of Borrowing”
has the meaning assigned thereto in Section 2.2(e).


 


“Notice of Conversion/Continuation”
has the meaning assigned thereto in Section 3.2.


 


“Notice of Prepayment”
has the meaning assigned thereto in Section 2.4(a).


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB’s
Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.


 


“NYFRB
Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the
Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business
Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate”
means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a
federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as
so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Obligations”
means, in each case, whether now in existence or hereafter arising: (a) the principal of and interest on (including interest accruing
after the filing of any bankruptcy or similar petition) the Term Loans and (b) all other fees and commissions (including attorneys’
fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties
and each of their respective Subsidiaries to the Lenders or the Administrative Agent, in each case under any Loan Document, with respect
to any Term Loan of every kind, nature and description, direct or indirect, absolute or contingent, due or to become due, contractual
or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the
commencement by or against any Credit Party or any Subsidiary thereof of any proceeding under any Debtor Relief Laws, naming such Person
as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


“OFAC”
means the U.S. Department of the Treasury’s Office of Foreign Assets Control.


 


“Officer’s
Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the Borrower substantially in
the form attached as Exhibit E.


 


“Operating Lease”
means, as to any Person as determined in accordance with GAAP, any lease of Property (whether real, personal or mixed) by such Person
as lessee which is not a Capital Lease Obligation.


 


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


 


“Other Taxes”
means all present or future stamp, court, documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 3.12).


 






    29


     


    

 


“Overnight Bank Funding
Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar transactions denominated
in Dollars by U.S.-managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set
forth on the NYFRB’s Website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank
funding rate.


 


“Participant”
has the meaning assigned thereto in Section 11.9(d).


 


“Participant Register”
has the meaning assigned thereto in Section 11.9(d).


 


“PATRIOT Act”
means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), as amended.


 


“Payment”
has the meaning assigned thereto in Section 10.11(c)(i).


 


“Payment Notice”
has the meaning assigned thereto in Section 10.11(c)(ii).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension
Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title IV of
ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party
or any ERISA Affiliate or (b) has at any time within the preceding seven (7) years been maintained, funded or administered
for the employees of any Credit Party or any current or former ERISA Affiliates.


 


“Permitted Acquisition”
means any acquisition by a Credit Party in the form of the acquisition of all or substantially all of the assets, business, unit, division
or a line of business, or at least a majority of the outstanding Equity Interests which have the ordinary voting power for the election
of directors of the board of directors (or equivalent governing body) (whether through purchase, merger or otherwise), of any other Person
if each such acquisition meets all of the following requirements, which in the case of a Limited Condition Acquisition shall be subject
to Section 1.11:


 


(a)            the
Person or business to be acquired shall be in a line of business permitted pursuant to Section 7.11;


 


(b)            in
the case of any purchase or other acquisition of Equity Interests in a Person (i) such Person, upon the consummation of such purchase
or acquisition, will be a Subsidiary (including as a result of a merger or consolidation between any Subsidiary and such Person) and (ii) to
the extent required by Section 6.14, such Subsidiary shall become a Subsidiary Guarantor within the time periods and pursuant
to the documentation required thereby; provided that the aggregate consideration paid for Permitted Acquisitions of Persons who
do not become Subsidiary Guarantors, together with the amount of Investments that are at the time outstanding made by Credit Parties in
one or more of a Credit Party’s Subsidiaries that are not Credit Parties pursuant to Section 7.3(a)(iv), shall not exceed
the greater of (x) $125,000,000 and (y) 50.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period after
giving effect on a Pro Forma Basis to the consummation of such Permitted Acquisition;


 






    30


     


    

 


(c)            the
Borrower shall have delivered to the Administrative Agent all notices and other documents required to be delivered pursuant to, and in
accordance with, and to the extent required by, Section 6.14; and


 


(d)            (x) no
Event of Default shall have occurred and be continuing both before and after giving effect to such acquisition and any Indebtedness incurred
in connection therewith and (y) the Borrower would be in compliance with the Financial Covenant on a Pro Forma Basis after giving
effect to such Investment.


 


“Permitted Funding
Collateral” means, with respect to any Permitted Funding Indebtedness, such assets of the borrower thereunder as are pledged
to support such Permitted Funding Indebtedness. For the avoidance of doubt no Permitted Funding Collateral shall be included in the calculation
of the Asset Coverage Ratio; provided that in no event shall Permitted Funding Collateral include (a) any right to payments
owed to any Credit Party under any of the Servicing Contracts or (b) any MSR Assets, other than such rights to payment and MSR Assets
relating to loans included in such Permitted Funding Collateral.


 


“Permitted Funding
Indebtedness” means any Indebtedness, which may be structured as loans, warehouse facilities, repurchase facilities, bridge
facilities, working capital facilities or other similar facilities that, in each case, contains customary terms for such Indebtedness
and is incurred in the ordinary course of business of the borrower thereunder but only to the extent that (a) the amount thereof
that the holder of such Indebtedness has contractual recourse to any Credit Party does not exceed the Realizable Value of the assets securing
such Indebtedness and (b) such Indebtedness is secured only by Permitted Funding Collateral applicable to that Permitted Funding
Indebtedness. The amount of any such Indebtedness shall be determined in accordance with GAAP.


 


“Permitted Guarantee”
means one or more of the following Guarantees of a Credit Party: (a) Guarantees of Indebtedness of an Excluded Subsidiary consisting
of loans or lines of credit incurred by such Excluded Subsidiary in the ordinary course of business that are secured solely by the assets
of Excluded Subsidiary and which such Guarantees are secured, if at all, solely by the Equity Interests issued by such Excluded Subsidiary
to any Credit Party that is providing such Guarantee, (b) unsecured Guarantees of Permitted Funding Indebtedness and (c) Guarantees
of obligations of an entity in which a Credit Party or an Excluded Subsidiary has directly or indirectly made an Investment that is not
otherwise prohibited hereunder, which Guarantee under this clause (c) shall be unsecured and shall be limited to usual and customary
carve out matters with respect to fraud, misappropriation, breaches of representations and warranties and misapplication by a Credit
Party or such entity.


 


“Permitted Liens”
means the Liens permitted pursuant to Section 7.2.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan Asset Regulations”
means 29 C.F.R. § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Platform”
means Debt Domain, IntraLinks, SyndTrak Online or another similar electronic system.


 


“Pledged Equity Interests”
means all Equity Interests at any time pledged to the Administrative Agent for the benefit of the Secured Parties pursuant to the Collateral
Agreement.


 


“primary obligor”
has the meaning assigned thereto in the definition of “Guarantee.”


 






    31


     


    

 


“Prime Rate”
means, at any time, the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate.
Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties
hereto acknowledge that the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not
necessarily be its lowest or best rate charged to its customers or other banks.


 


“Pro Forma Basis”
means, for purposes of calculating the Consolidated Corporate Leverage Ratio, the Consolidated Secured Leverage Ratio or the Asset Coverage
Ratio (and the component definitions therein) for any period during which one or more Specified Transactions occurs, that such Specified
Transaction (and all other Specified Transactions that have been consummated during the applicable period) and, except for purposes of
determining actual compliance with the Financial Covenant, all Specified Transactions that occur subsequent to the applicable measurement
period and on or prior to the date of determination, in each case, shall be deemed to have occurred as of the first day of the applicable
period of measurement and:


 


(a)            all income
statement items (whether positive or negative) attributable to the Property or Person disposed of in an Asset Disposition shall be excluded
and all income statement items (whether positive or negative) attributable to the Property or Person acquired in a Permitted Acquisition
shall be included; and


 


(b)            non-recurring
costs, extraordinary expenses and other pro forma adjustments attributable to such Specified Transaction may be included to the extent
that such costs, expenses or adjustments:


 


(i)            are
reasonably expected to be realized within twenty-four (24) months of such Specified Transaction as set forth in reasonable detail on a
certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent;


 


(ii)            are
calculated on a basis consistent with GAAP and Regulation S-X of the Exchange Act; and


 


(iii)            represent
less than twenty-five percent (25%) of Consolidated EBITDA or Consolidated Adjusted EBITDA, as the case may be (determined without giving
effect to this clause (b));


 


provided
that the foregoing costs, expenses and adjustments shall be without duplication of any costs, expenses or adjustments that are already
included in the calculation of Consolidated EBITDA or Consolidated Adjusted EBITDA or clause (a) above, as the case may be.


 


“Property”
means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Equity Interests.


 


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


 


“Public-Sider”
means a Lender whose representatives may trade in securities of the Borrower or its Controlling person or any of its Subsidiaries while
in possession of the financial statements provided by the Borrower under the terms of this Agreement.


 


“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).


 






    32


     


    

 


“QFC
Credit Support” has the meaning assigned thereto in Section 11.24.


 


“Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


“Qualifying Mortgage
Servicing Rights” means, as of any date of determination, the right to payments owed to any Credit Party under each of the Servicing
Contracts that (a) have been appraised in the most recent appraisals provided to the Administrative Agent in accordance with Section 6.13(b),
(b) are, to the extent provided for in the Collateral Agreement, subject to a first priority Lien in favor of the Administrative
Agent for the benefit of the Secured Parties and (c) are not subject to any other Liens, other than the Lien referred to in clause
(b) of this definition.


 


“Qualified Securitization
Transaction” means, any Securitization Transaction, provided that (a) the consideration for the Asset Disposition
of Securitization Assets by any Credit Party to any Securitization Entity is not less than fair market value, (b) the board of directors
(or equivalent) of the Borrower shall have determined in good faith that such Securitization Transaction (including financing terms, covenants,
termination events and other provisions) is in the aggregate economically fair and reasonable to the Credit Parties, (c) except for
the Standard Securitization Undertakings related thereto, the obligations under such Securitization Transaction are non-recourse to the
Borrower and its Subsidiaries (other than the applicable Securitization Entity) and (d) the material terms of such Securitization
Transaction are usual and customary for transactions of such type.


 


“Realizable Value”
means, with respect to any asset of the Borrower or any of its Subsidiaries, (a) in the case of any real property owned by the Borrower
or any of its Subsidiaries and acquired as a result of the foreclosure or other enforcement of a Lien by such Person, the value realizable
upon the disposition of such asset as determined by the Borrower in good faith and consistent with customary industry practice (which
such amount shall not, at any time, exceed the book value of such asset used in preparing the most recent consolidated balance sheet of
the Borrower and its Subsidiaries) and (b) with respect to any other asset, the lesser of (i) if applicable, the face amount
of such asset and (ii) the fair market value of such asset as determined by the Borrower in accordance with the agreement governing
any Indebtedness secured by such asset (or, if such agreement does not contain any such provision, as determined by the senior management
of the Borrower in good faith and consistent with customary industry practice); provided that the Realizable Value of any asset
described in clauses (a) or (b) as to which the Borrower and its Subsidiaries have a binding commitment to purchase from a Person
that is not the Borrower, a Subsidiary of the Borrower or an Affiliate of the Borrower or its Subsidiaries shall be the minimum price
payable to the Borrower and its Subsidiaries for such asset pursuant to the terms of such contractual commitment.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the Term SOFR Rate, 5:00
a.m. (Chicago time) on the day that is two Business Days preceding the date of such setting or (2) if such Benchmark is not
the Term SOFR Rate, the time determined by the Administrative Agent in its reasonable discretion.


 


“Recipient”
means (a) the Administrative Agent or (b) any Lender, as applicable.


 


“Refinance”
has the meaning specified in Section 3.16(a).


 


“Refinancing Amendment”
means an amendment to this Agreement (which may, at the option of the Administrative Agent and the Borrower, be in the form of an amendment
and restatement of this Agreement) providing for any Refinancing Term Loans pursuant to Section 3.16, which shall be consistent
with the applicable provisions of this Agreement (including Section 3.16(a)) and otherwise reasonably satisfactory to the
parties thereto. Each Refinancing Amendment shall be executed by the Administrative Agent, the Credit Parties and the other parties specified
in Section 3.16 (but not any other Lender not specified in Section 3.16), but shall not affect any amendments
that would require the consent of each affected Lender or all Lenders pursuant to Section 11.2 unless such affected Lender
or all Lenders, as applicable, are party to such amendment. Any Refinancing Amendment may include conditions for delivery of opinions
of counsel and other documentation consistent with the conditions in Section 4.1, all to the extent reasonably requested by
the Administrative Agent or the other parties to such Refinancing Amendment.


 






    33


     


    

 


“Refinancing Effective
Date” has the meaning specified in Section 3.16(b).


 


“Refinancing Term
Lender” has the meaning specified in Section 3.16(c).


 


“Refinancing Term
Loan Series” has the meaning specified in Section 3.16(c).


 


“Refinancing Term
Loans” has the meaning specified in Section 3.16(a).


 


“Register”
has the meaning assigned thereto in Section 11.9(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.


 


“Relevant Entities”
has the meaning assigned thereto in Section 6.2.


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the NYFRB, the CME Term SOFR Administrator, as applicable, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto.


 


“Removal Effective
Date” has the meaning assigned thereto in Section 10.6(b).


 


“Repricing Transaction”
has the meaning assigned thereto in Section 2.4(c).


 


“Required
Lenders” means, at any time, Lenders representing more than fifty percent (50%) of the outstanding Term Loans of all Lenders.
The Term Loans of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.


 


“Resignation Effective
Date” has the meaning assigned thereto in Section 10.6(a).


 


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


 


“Responsible
Officer” means, as to any Person, the chief executive officer, president, chief financial officer, controller, treasurer
or assistant treasurer of such Person or any other officer of such Person designated in writing by the Borrower and reasonably
acceptable to the Administrative Agent; provided that, to the extent requested thereby, the Administrative Agent shall have
received a certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any
document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be
conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action
on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.


 


“Restricted Payments”
has the meaning assigned thereto in Section 7.6.


 






    34


     


    

 



 


“Retained Percentage”
means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the ECF Percentage with respect to such Excess
Cash Flow Period.


 


“S&P”
means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.


 


“Sanctioned Country”
means at any time, a country, region or territory which is itself the subject or target of any Sanctions (including, as of the Closing
Date, Cuba, Iran, North Korea, Syria and the Crimea region).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained
by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated
Non-SDN List), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or
other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person
owned or controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to
be a Sanctions target based on the ownership of such legal entity by Sanctioned Person(s).


 


“Sanctions”
means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws,
including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered
by OFAC or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other
relevant sanctions authority with jurisdiction over any Lender, the Borrower or any of its Subsidiaries or Affiliates.


 


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


 


“Secured Cash Management
Agreement” means any Cash Management Agreement between or among any Credit Party and any Cash Management Bank.


 


“Secured Hedge Agreement”
means any Hedge Agreement between or among any Credit Party and any Hedge Bank.


 


“Secured Obligations”
means, collectively, (a) the Obligations and (b) all existing or future payment and other obligations owing by any Credit Party
under (i) any Secured Hedge Agreement (other than an Excluded Swap Obligation) and (ii) any Secured Cash Management Agreement.


 


 


“Secured Parties”
means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed
by the Administrative Agent from time to time pursuant to Section 10.5, any other holder from time to time of any of any
Secured Obligations and, in each case, their respective successors and permitted assigns.


 


“Securitization
Assets” means loans, accounts receivable, payment rights and other related assets (including, without limitation, any proceeds
thereof and rights (contractual and other) and collateral (including all general intangibles, documents, instruments and records) related
thereto) which are customarily sold or pledged pursuant to a securitization transaction or other similar financing transaction; provided
that in no event shall Securitization Assets include (a) any right to payments owed to any Credit Party under any of the Servicing
Contracts or (b) any MSR Assets, other than such rights to payment and MSR Assets relating to loans included in such Securitization
Assets.


 






    35


     


    

 


“Securitization
Entity” means a Subsidiary of the Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization
Transaction with a Credit Party in which a Credit Party makes an Investment or to which a Credit Party transfers assets) which engages
in no activities other than in connection with the financing of assets of such Person, and any business or activities incidental or related
to that business, and


 


(a)           no
portion of the Indebtedness or any other obligations (contingent or otherwise) of which:


 


(1)            is
guaranteed by any Credit Party (excluding unsecured guarantees of obligations pursuant to Standard Securitization Undertakings);


 


(2)            is
recourse to or obligates any Credit Party in any way other than pursuant to unsecured guarantees of Standard Securitization Undertakings,
or


 


(3)            is
secured by any property or asset of any Credit Party, directly or indirectly, contingently or otherwise, for the satisfaction thereof;


 


(b)           with
which no Credit Party has any material contract, agreement, arrangement or understanding other than those entered into in connection
with Qualified Securitization Transactions that are on terms which the Borrower reasonably believes to be no less favorable to such Credit
Party than those that might be obtained at the time from Persons that are not Affiliates of the Borrower, and


 


(c)           to
which no Credit Party has any obligation to maintain or preserve the entity’s financial condition or cause the entity to achieve
certain levels of operating results other than pursuant to unsecured guarantees of Standard Securitization Undertakings.


 


“Securitization
Transaction” means any transaction or series of transactions pursuant to which a Credit Party (a) sells, assigns, conveys
or otherwise transfers Securitization Assets or (b) pledges or grants security interests or Liens in Securitization Assets, in each
case under clause (a) or (b), to a Securitization Entity for the purpose of a securitization transaction or other similar financing
transaction.


 


“Securitization
Transaction Attributed Indebtedness” means the amount of obligations outstanding under the legal documents entered into as
part of any Qualified Securitization Transaction on any date of determination that would be characterized as principal if Qualified Securitization
Transaction were required to be structured as a secured lending transaction rather than a sale.


 


“Security Documents”
means the collective reference to the Collateral Agreement, and each other agreement or writing pursuant to which any Credit Party pledges
or grants a security interest in any Property or assets securing the Secured Obligations.


 


“Senior
Indebtedness” has the meaning assigned thereto in Section 11.2(j).


 


“Servicing Contract”
means, with respect to any Person, the arrangement, whether or not in writing, under which that Person has the right to service Mortgage
Loans.


 


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


 






    36


     


    

 


“SOFR
Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).


 


“SOFR Administrator’s
Website” means the NYFRB’s website, currently at http://www.newyorkfed.org, or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.


 


“SOFR
Determination Date” has the meaning assigned thereto in the definition of “Daily Simple SOFR.”


 


“SOFR
Rate Day” has the meaning assigned thereto in the definition of “Daily Simple SOFR.”


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (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 salable value of the assets of such Person is not less than the amount that will be required to pay the probable
liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such
Person is not engaged in business or a transaction, and is not about to engage in 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 contingent liabilities at any time
shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that
can reasonably be expected to become an actual or matured liability.


 


“Specified Transactions”
means, with respect to any period, any Investment, sale, transfer or other disposition of assets, incurrence or repayment of Indebtedness,
Restricted Payment, Subsidiary designation or re-designation or other event that by the terms of the Loan Documents requires “Pro
Forma” compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis.


 


“Standard Securitization
Undertakings” means representations, warranties, covenants, agreements and indemnities entered into by any Credit Party which
are customary in similar securitization transactions.


 


“Subordinated Indebtedness”
means the collective reference to any Indebtedness incurred by the Borrower or any of its Subsidiaries (other than Excluded Subsidiaries)
that is expressly subordinated in right of payment to the Secured Obligations.


 


“Subsidiary”
means as to any Person, any corporation, partnership, limited liability company or other entity of which more than fifty percent (50%)
of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing
body) or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly
or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of whether, at the time,
Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have
or might have voting power by reason of the happening of any contingency). Unless otherwise qualified, references to “Subsidiary”
or “Subsidiaries” herein shall refer to those of the Borrower.


 


“Subsidiary Guarantors”
means, collectively, all direct and indirect Subsidiaries of the Borrower (other than Excluded Subsidiaries) in existence on the Closing
Date or which become a party to the Collateral Agreement pursuant to Section 6.14.


 


“Supported
QFC” has the meaning assigned thereto in Section 11.24.


 






    37


     


    

 


“Swap Obligation”
means, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Synthetic Lease”
means any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where
such transaction is considered borrowed money indebtedness for tax purposes but is classified as an Operating Lease in accordance with
GAAP.


 


“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, fines, additions to tax or penalties applicable thereto.


 


“Term Benchmark”
when used in reference to any Term Loan or Borrowing, refers to whether such Term Loan, or the Term Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate, or the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced the Adjusted Term SOFR Rate or such other prior benchmark rate.


 


“Term Loan Commitment”
means (a) as to any Lender, the obligation of such Lender to make a portion of the Initial Term Loan and/or Incremental Term Loans,
as applicable, to the account of the Borrower hereunder on the Closing Date (in the case of the Initial Term Loan) or the applicable
borrowing date (in the case of any Incremental Term Loan) in an aggregate principal amount not to exceed the amount set forth opposite
such Lender’s name on the Register, as such amount may be reduced or otherwise modified at any time or from time to time pursuant
to the terms hereof and (b) as to all Lenders, the aggregate commitment of all Lenders to make such Term Loans. The aggregate Term
Loan Commitment with respect to the Initial Term Loan of all Lenders on the Closing Date was $600,000,000.


 


“Term Loan Facility”
means the term loan facility established pursuant to Article II (including any new term loan facility established pursuant
to Section 3.13). Except where the context otherwise requires, the Term Loan Facility shall include each facility for the
borrowing of Extended Term Loans and each facility providing for the borrowing of Refinancing Term Loans in respect of the foregoing.


 


“Term Loan Maturity
Date” means the first to occur of (a) December 16, 2028, and (b) the date of acceleration of the Term Loans
pursuant to Section 9.2(a).


 


“Term Loan Note”
means a promissory note made by the Borrower in favor of a Lender evidencing the portion of the Term Loans made by such Lender, substantially
in the form attached as Exhibit A, and any substitutes therefor, and any replacements, restatements, renewals or extensions
thereof, in whole or in part.


 


“Term Loans”
means the Initial Term Loans, and, if applicable, except where the context otherwise requires, all Incremental Term Loans, Extended Term
Loans and Refinancing Term Loans, and “Term Loan” means any of such Term Loans.


 


“Term SOFR Determination
Day” has the meaning assigned to it under the definition of “Term SOFR Reference Rate.”


 


“Term SOFR Rate”
means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference
Rate at approximately 5:00 a.m., Chicago time, two U.S. Government Securities Business Days prior to the commencement of such tenor comparable
to the applicable Interest Period, as such rate is published by the CME Term SOFR Administrator.


 






    38


     


    

 


“Term
SOFR Rate Loan” means a Term Loan bearing interest based upon the Term SOFR Rate.


 


“Term SOFR
Reference Rate” means, for any day and time (such day, the “Term SOFR Determination Day”), with respect
to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the
Administrative Agent as the forward-looking term rate based on SOFR; provided that if the Term SOFR Reference Rate as so
determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. If by 5:00 pm (New York
City time) on the fifth (5th) U.S. Government Securities Business Day immediately following any Term SOFR Determination Day, the
 “Term SOFR Reference Rate” for the applicable tenor has not been published by the CME Term SOFR Administrator and a
Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for such Term SOFR
Determination Day will be the Term SOFR Reference Rate as published in respect of the first preceding U.S. Government Securities
Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first
preceding Business Day is not more than five (5) Business Days prior to such Term SOFR Determination Day.


 


“Termination Event”
means the occurrence of any of the following which, individually or in the aggregate, has resulted or could reasonably be expected to
result in liability of the Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable Event”
described in Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the
withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in which it was a “substantial employer”
as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA, or (c) the termination of a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of
a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities,
or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC,
or (e) any other event or condition which would constitute grounds under Section 4042(a) of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of
the Code or Section 303 of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk
plan or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of
ERISA or (h) the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal
liability is asserted by such plan, or (i) any event or condition which results in the reorganization or insolvency of a Multiemployer
Plan under Sections 4241 or 4245 of ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan
under Section 4041A of ERISA or the institution by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042
of ERISA, or (k) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA, upon any Credit Party or any ERISA Affiliate.


 


“Test Period”
means (a) for purposes of calculating the Financial Covenant, the most recent four consecutive fiscal quarters of the Borrower then
last ended (in each case taken as one accounting period) for which financial statements have been delivered or are required to have been
delivered pursuant to Section 6.1(a) or Section 6.1(b) hereof and (b) for any other purpose, the
most recent four consecutive fiscal quarters of the Borrower then last ended (in each case taken as one accounting period) for which
financial statements are internally available (as determined in good faith by the Borrower), in each case, prior to such date of determination.


 


“Threshold Amount”
means $75,000,000.


 






    39


     


    

 


“Transaction Costs”
means all transaction fees, charges and other amounts related to the Transactions, any Permitted Acquisitions and any other Investments
permitted hereby (including, without limitation, any financing fees, merger and acquisition fees, legal fees and expenses, due diligence
fees or any other fees and expenses in connection therewith), in each case to the extent paid within six (6) months of the closing
of the Term Loan Facility, such Permitted Acquisition or such Investment, as applicable.


 


“Transactions”
means, collectively, (a) the Alliant Acquisition, pursuant to the Alliant Purchase Agreement, (b) the refinancing all indebtedness
of the Borrower and the Subsidiary Guarantors under the Existing Credit Agreement (the “Existing Credit Agreement Refinancing”),
(c) the incurrence of the Initial Term Loan on the Closing Date and (d) the payment of fees and expenses incurred in connection
therewith.


 


“Type”,
when used in reference to any Term Loan or Borrowing, refers to whether the rate of interest on such Term Loan, or on the Term Loans
comprising such Borrowing, is determined by reference to the applicable Term Benchmark or the Alternate Base Rate.


 


“UCC”
means the Uniform Commercial Code as in effect in the State of New York.


 


“UK
Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from
time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA
Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit
institutions and investment firms, and certain affiliates of such credit institutions or investment firms.


 


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


 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“United States”
means the United States of America.


 


“Unrestricted Cash”
means, at any time, cash and Cash Equivalents reflected on the consolidating balance sheet of the Credit Parties at such time to the
extent such cash or Cash Equivalent is (a) not subject to any Lien (other than a Lien in favor of the Administrative Agent for the
benefit of the Secured Parties or a banker’s Lien or right of setoff pursuant to customary deposit arrangements) or any restriction
as to its use or otherwise unavailable to the Credit Parties and (b) held in bank accounts or securities accounts located in the
United States which such accounts are subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Secured
Parties.


 


“U.S. Government
Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the
Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire
day for purposes of trading in United States government securities.


 


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


 


“U.S.
Special Resolution Regimes” has the meaning assigned thereto in Section 11.24.


 


“U.S. Tax Compliance
Certificate” has the meaning assigned thereto in Section 3.11(g)(ii)(B)(3).


 






    40


     


    

 


“W&D Multifamily”
means Walker & Dunlop Multifamily, Inc., a Delaware corporation.


 


“WDACC”
means WDAAC, LLC, a Delaware limited liability company and wholly owned subsidiary of the Borrower.


 


“WD Capital”
means Walker & Dunlop Capital, LLC, a Massachusetts limited liability company.


 


“WDLLC”
means Walker & Dunlop, LLC, a Delaware limited liability company.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the
sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity
or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal
amount of such Indebtedness.


 


“Wholly-Owned”
means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or indirectly, owned or controlled
by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required
by Applicable Law to be owned by a Person other than the Borrower and/or one or more of its Wholly-Owned Subsidiaries).


 


“Withholding Agent”
means the Borrower, the Administrative Agent and any other applicable withholding agent.


 


“Working
Capital” means, for any period, for the Borrower and its Subsidiaries (other than the Excluded Subsidiaries) on a
Consolidated basis and calculated in accordance with GAAP, as of any date of determination, the excess of (a) the sum of the
amounts of “Pledged Securities” and “Servicing Fees and Other Receivables, Net”, each as reflected on the
Consolidated balance sheet of the Credit Parties as of the last day of such period over (b) the sum of the amounts of
 “Accounts Payable and Other Accruals” and “Performance Deposits from Borrower”, each as reflected on the
Consolidated balance sheet of the Credit Parties as of the last day of such period.


 


“Write-Down and
Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of
the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any
UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into
shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect
as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In
Legislation that are related to or ancillary to any of those powers.


 






    41


     


    

 


SECTION 1.2         Other
Definitions and Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms,
(c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the
word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (f) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this
Agreement, (h) the words “asset” and “property” shall be construed to 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, (i) the
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements
and other writings, however evidenced, whether in physical or electronic form and (j) in the computation of periods of time from
a specified date to a later specified date, the word “from” means “from and including;” the words “to”
and “until” each mean “to but excluding;” and the word “through” means “to and including”.


 


SECTION 1.3         Accounting
Terms.


 


(a)            Generally.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing the audited
financial statements required by Section 6.1(a), except as otherwise specifically prescribed herein. Notwithstanding the
foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness
of the Credit Parties shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC
825 and FASB ASC 470-20 on financial liabilities shall be disregarded.


 


(b)            Changes
in GAAP.


 


(i)             If
at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and
either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and
the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth
a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.


 


(ii)            Notwithstanding
anything to the contrary contained in this Section 1.3 or the definition of “Capital Lease Obligations”, (A) all
obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of
FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose
of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations
are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as Capital Lease Obligations
in the financial statements and (B) all financial statements delivered to the Administrative Agent hereunder shall contain a schedule
showing the modifications necessary to reconcile the adjustments made pursuant to clause (A) above with such financial statements.


 


SECTION 1.4         UCC
Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise
indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date
of determination, to the UCC then in effect.


 






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SECTION 1.5         Rounding.
Any financial ratios required to be maintained pursuant to this Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of places by which such ratio or percentage is expressed herein
and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 


SECTION 1.6         References
to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to formation documents, governing
documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements,
extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to
any Applicable Law, including, without limitation, Anti-Corruption Laws, Anti-Money Laundering Laws, the Code, the Commodity Exchange
Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act of 1933, the UCC, the Investment Company Act of 1940, the Interstate
Commerce Act, the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States
Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting
such Applicable Law.


 


SECTION 1.7         Times
of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable). The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with
respect to, the administration, submission or any other matter related to the rates in the definition of “Term SOFR Rate”.


 


SECTION 1.8        Guarantees.
Unless otherwise specified, the amount of any Guarantee shall be the amount to be reflected in the balance sheet as determined in accordance
with GAAP, applied on a consistent basis, as in effect from time to time and in a manner consistent with that used in preparing financial
statements.


 


SECTION 1.9        Covenant
Compliance Generally. For purposes of determining compliance under Sections 7.1, 7.2, 7.3, 7.5 and 7.6,
any amount in a currency other than Dollars will be converted to Dollars in a manner consistent with that used in calculating Consolidated
Corporate Net Income in the most recent annual financial statements delivered pursuant to Section 6.1(a). Notwithstanding
the foregoing, for purposes of determining compliance with Sections 7.1, 7.2 and 7.3, with respect to any amount
of Indebtedness or Investment in a currency other than Dollars, no breach of any basket contained in such Sections shall be deemed to
have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred;
provided that for the avoidance of doubt, the foregoing provisions of this Section 1.9 shall otherwise apply to such
Sections, including with respect to determining whether any Indebtedness or Investment may be incurred at any time under such Sections.


 


SECTION 1.10        Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the
first date of its existence by the holders of its Equity Interests at such time.


 






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SECTION 1.11         Limited
Condition Acquisitions. In the event that the Borrower notifies the Administrative Agent in writing that any proposed acquisition
is a Limited Condition Acquisition and that the Borrower wishes to test the conditions to such acquisition and the Indebtedness to be
used to finance such acquisition in accordance with this Section 1.11, then, so long as agreed to by the lenders providing
such Indebtedness, the following provisions shall apply:


 


(a)            any
condition to such acquisition or such Indebtedness that requires that no Default or Event of Default shall have occurred and be continuing
at the time of such acquisition or the incurrence of such Indebtedness, shall be satisfied if (i) no Default or Event of Default
shall have occurred and be continuing at the time of the execution of the definitive purchase agreement, merger agreement or other acquisition
agreement governing such acquisition and (ii) no Event of Default under any of Sections 9.1(a), 9.1(b), 9.1(i) or
9.1(j) shall have occurred and be continuing both before and after giving effect to such acquisition and any Indebtedness
incurred in connection therewith;


 


(b)            any
condition to such acquisition or such Indebtedness that the representations and warranties in this Agreement and the other Loan Documents
shall be true and correct at the time of such acquisition or the incurrence of such Indebtedness shall be subject to customary “SunGard”
or other customary applicable “certain funds” conditionality provisions (including, without limitation, a condition that
the representations and warranties under the relevant agreements relating to such Limited Condition Acquisition as are material to the
lenders providing such Indebtedness shall be true and correct, but only to the extent that the Borrower or its applicable Subsidiary
has the right to terminate its obligations under such agreement as a result of a breach of such representations and warranties or the
failure of those representations and warranties to be true and correct), so long as all representations and warranties in this Agreement
and the other Loan Documents are true and correct at the time of execution of the definitive purchase agreement, merger agreement or
other acquisition agreement governing such acquisition;


 


(c)            any
financial ratio test or condition may, upon the written election of the Borrower delivered to the Administrative Agent prior to the execution
of the definitive agreement for such acquisition, be tested either (i) upon the execution of the definitive agreement with respect
to such Limited Condition Acquisition or (ii) upon the consummation of the Limited Condition Acquisition and related incurrence
of Indebtedness, in each case, after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness,
on a Pro Forma Basis; provided that the failure to deliver a notice under this Section 1.11(c) prior to the date
of execution of the definitive agreement for such Limited Condition Acquisition shall be deemed an election to test the applicable financial
ratio under sub-clause (ii) of this Section 1.11(c); and


 


(d)            except
as provided in the next sentence, if the Borrower has made an election with respect to any Limited Condition Acquisition to test a
financial ratio test or condition at the time specified in clause (c)(i) of this Section 1.11, then in connection
with any subsequent calculation of any ratio or basket on or following the relevant date of execution of the definitive agreement
with respect to such Limited Condition Acquisition and prior to the earlier of (i) the date on which such Limited Condition
Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated
or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be required to be satisfied on
a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including the
incurrence or assumption of Indebtedness) have been consummated. Notwithstanding the foregoing, any calculation of a ratio in
connection with determining whether or not the Borrower is in compliance with the requirements of Section 7.14 shall, in
each case be calculated assuming such Limited Condition Acquisition and other transactions in connection therewith (including the
incurrence or assumption of Indebtedness) have not been consummated.


 






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The foregoing provisions
shall apply with similar effect during the pendency of multiple Limited Condition Acquisitions such that each of the possible scenarios
is separately tested.


 


SECTION 1.12         Certain
Determinations.


 


(a)            For
purposes of determining compliance with any of the covenants set forth in Article VII at any time (whether at the time of
incurrence or thereafter), any Lien, Investment, Indebtedness, Asset Disposition, Restricted Payment, payment of Junior Indebtedness
or Affiliate transaction meets the criteria of one, or more than one, of the categories permitted pursuant to such covenant in Article VII,
the Borrower (i) shall in its sole discretion determine under which category such Lien (other than Liens with respect to the Initial
Term Loans), Investment, Indebtedness (other than Indebtedness consisting of the Initial Term Loans), Asset Disposition, Restricted
Payment, payment of Junior Indebtedness or Affiliate transaction (or, in each case, any portion there) is permitted and (ii) shall
be permitted, in its sole discretion, to divide and/or classify under which category or categories such Lien, Investment, Indebtedness,
Asset Disposition, Restricted Payment, payment of Junior Indebtedness or Affiliate transaction is permitted as it may determine and without
notice to the Administrative Agent or any Lender.


 


(b)            Notwithstanding
anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a
provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, any Consolidated
Corporate Leverage Ratio or Consolidated Secured Leverage Ratio) (any such amounts, the “Fixed Amounts”) substantially
concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that
requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is
understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial
ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence (but shall be calculated
on a Pro Forma Basis to give effect to all applicable and related transactions (including the use of proceeds of all Indebtedness to
be incurred and any repayments, repurchases and redemptions of Indebtedness)).


 


(c)            For
purposes of determining compliance with the definition of “Incremental Term Loan Limit” in connection with any Incremental
Term Loan or whether any incurrence of Indebtedness or Lien is permitted pursuant to Section 7.1 or 7.2, respectively,
the Borrower shall be permitted, in its sole discretion, to make any redetermination and/or to reclassify under which category or categories
such Indebtedness or Lien is permitted from time to time as it may determine and without notice to the Administrative Agent or any Lender.
If any Indebtedness or Lien incurred in reliance on a Fixed Amount under the definition of “Incremental Term Loan Limit”,
under Section 7.1 or under Section 7.2 would be permitted in any subsequent fiscal quarter to have been incurred
in reliance on an Incurrence Based Amount under such definition or covenant, as the case may be, then the reclassification of such Indebtedness
or Liens (or portions thereof) as incurred under any available Incurrence Based Amounts shall be deemed to have automatically occurred
even if not elected by the Borrower (unless the Borrower otherwise notifies the Administrative Agent).


 






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SECTION 1.13         Interest
Rates; Benchmark Notification. The interest rate on a Term Loan may be derived from an interest rate benchmark that may be
discontinued or is, or may in the future become, the subject of regulatory reform. Upon the occurrence of a Benchmark Transition
Event, Section 3.8(b) provides a mechanism for determining an alternative rate of interest. The Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission, performance or any other matter related to any interest rate used in this Agreement, or with respect to any alternative
or successor rate thereto, or replacement rate thereof, including without limitation, whether the composition or characteristics of
any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence
of, the existing interest rate being replaced or have the same volume or liquidity as did any existing interest rate prior to its
discontinuance or unavailability. The Administrative Agent and its affiliates and/or other related entities may engage in
transactions that affect the calculation of any interest rate used in this Agreement or any alternative, successor or alternative
rate (including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the
Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any interest
rate used in this Agreement, any component thereof, or rates referenced in the definition thereof, in each case pursuant to the
terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any
kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in
tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof)
provided by any such information source or service.


 


ARTICLE II

TERM LOAN FACILITY


 


SECTION 2.1         Initial
Term Loan and Incremental Term Loans. Subject to the terms and conditions set forth herein and in the other Loan Documents (i) each
Lender with a Term Loan Commitment in respect of Initial Term Loans severally agrees to make Initial Term Loans to the Borrower
in Dollars on the Closing Date in an amount equal to such Lender’s Term Loan Commitment and (ii) each Lender with an Incremental
Term Loan Commitment severally agrees to make Incremental Term Loans to the Borrower in Dollars on the relevant borrowing date in an
amount equal to such Lender’s applicable Incremental Term Loan Commitment. All such Term Loans shall be made on the applicable
date by making immediately available funds available to the Administrative Agent’s designated account or to such other account
or accounts as may be designated in writing to the Administrative Agent by the Borrower, not later than the time specified by the Administrative
Agent. The full amount of the Term  Loan Commitments in respect of Initial Term Loans must be drawn in a single drawing on the Closing
Date. Amounts repaid or prepaid in respect of Term Loans may not be re-borrowed.


 


SECTION 2.2         Procedure
for Advance of Term Loans.


 


(a)            Each
Term Loan shall be made as part of a Borrowing consisting of Term Loans under the same Term Loan Facility and of the same Type made by
the Lenders ratably in accordance with their respective Term Loan Commitments under such Term Loan Facility. The failure of any Lender
to make any Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that
the Term Loan Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make
Loans as required hereunder.


 


(b)            Subject
to Section 3.8, each Borrowing shall be comprised entirely of ABR Term Loans or Term Benchmark Term Loans as the Borrower
may request in accordance herewith. Each Lender at its option may make any Term Benchmark Term Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Term Loan (and in the case of an Affiliate, the provisions of Sections 3.1, 3.4,
3.6, 3.7, 3.8, 3.9, 3.10 and 3.13 shall apply to such Affiliate to the same extent as to such
Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Term Loan in
accordance with the terms of this Agreement.


 






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(c)            At
the commencement of each Interest Period for any Term Benchmark Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $500,000. Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of ten Term Benchmark Borrowings outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Term Benchmark
Borrowing if the Interest Period requested with respect thereto would end after the applicable Term Loan Maturity Date.


 


(e)            To
request a Borrowing (other than a continuation or conversion, which is governed by Section 3.2), the Borrower shall give
the Administrative Agent a written notice substantially in the form of Exhibit B (a “Notice of
Borrowing”): (a) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three
(3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
10:00 a.m., New York City time, on the date of the proposed Borrowing. Each Notice of Borrowing shall be irrevocable and signed
by the Borrower; provided that such Notice of Borrowing may state that it is conditioned upon the occurrence of any specified
event, in which case, subject to Section 3.9, such Notice of Borrowing may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the date for borrowing specified therein) if such condition is not satisfied. Each such Notice
of Borrowing shall specify the following information in compliance with this Section 2.2:


 


(i)            the
aggregate amount of the requested Borrowing and the Class of such Borrowing;


 


(ii)            the
date of such Borrowing, which shall be a Business Day;


 


(iii)            whether
such Borrowing is to be an ABR Borrowing or a Term Benchmark Borrowing;


 


(iv)            in
the case of a Term Benchmark Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”; and


 


(v)            the
location and number of the Borrower’s account or such other account or accounts designated in writing by the Borrower to which
funds are to be disbursed, which shall comply with the requirements of Section 3.7(a).


 


If no election as to the
Type of Borrowing is specified, then the requested Borrowing shall be a Term Benchmark Borrowing with an Interest Period of one month’s
duration. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month’s duration. Promptly following receipt of a Notice of Borrowing in accordance
with this Section 2.2, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount
of such Lender’s Term Loan to be made as part of the requested Borrowing.


 






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SECTION 2.3         Repayment
of Term Loans.


 


(a)            Initial
Term Loan. The Borrower shall repay the aggregate outstanding principal amount of the Initial Term Loan in consecutive quarterly
installments on the last Business Day of each of March, June, September and December, commencing March 31, 2022, in an amount
equal to 0.25% of the aggregate principal amount of such Initial Term Loans incurred on the Closing Date, except as the amounts of individual
installments may be adjusted pursuant to Section 2.4 hereof; provided that the final principal installment of the
Initial Term Loan shall be paid in full on the Term Loan Maturity Date in an amount equal to the aggregate outstanding principal of the
Initial Term Loan on such date (together with all accrued interest thereon).


 


(b)            Incremental
Term Loans. The Borrower shall repay the aggregate outstanding principal amount of each Incremental Term Loan (if any) as determined
pursuant to, and in accordance with, Section 3.13.


 


SECTION 2.4         Prepayments
of Term Loans.


 


(a)            Optional
Prepayments. The Borrower shall have the right at any time and from time to time, without premium or penalty (except as provided
in clause (c) of this Section 2.4), to prepay the Term Loans, in whole or in part, upon delivery to the
Administrative Agent of a written notice substantially in the form of Exhibit C (a “Notice of
Prepayment”) not later than 11:00 a.m. (i) on the same Business Day as each ABR Term Loan and (ii) at least
three (3) Business Days before each Term SOFR Rate Loan, specifying the date and amount of repayment, whether the repayment is
of Term SOFR Rate Loans or ABR Term Loans or a combination thereof, and if a combination thereof, the amount allocable to each and
whether the repayment is of the Initial Term Loan or, if applicable, an Incremental Term Loan, an Extended Term Loan or a
Refinancing Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment
of the Term Loans hereunder shall be in an aggregate principal amount of at least $5,000,000 or any whole multiple of $1,000,000 in
excess thereof (or such lesser amount if the amount of such prepayment constitutes the remaining outstanding balance of the
Borrowing being prepaid) and shall be applied to the outstanding principal installments of the Initial Term Loan and, if applicable,
any Incremental Term Loans, any Extended Term Loans or any Refinancing Term Loans as directed by the Borrower. Each repayment shall
be accompanied by any amount required to be paid pursuant to Section 3.9 hereof. A Notice of Prepayment received after
11:00 a.m. on any day shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the
applicable Lenders of each Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection
with any refinancing of all of the Term Loan Facility with the proceeds of such refinancing or of any other incurrence of
Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon
the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by
the Borrower in the event such contingency is not met (provided that the delay or failure of such contingency shall not
relieve the Borrower from its obligations in respect thereof under Section 3.9).


 


(b)            Mandatory
Prepayments.


 


(i)            Debt
Issuances. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below
in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance of Refinancing Term Loans
and any other Debt Issuance not otherwise permitted pursuant to Section 7.1. Such prepayment shall be made within three (3) Business
Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.


 






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(ii)            Asset
Dispositions. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below
in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Asset Disposition permitted pursuant to, and
in accordance with, clauses (h) and/or (j) of Section 7.5 to the extent that the aggregate amount of such Net Cash
Proceeds exceed $15,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date
of receipt of the Net Cash Proceeds of any such Asset Disposition by any Credit Party or any of its Subsidiaries (other than Excluded
Subsidiaries); provided that, so long as no Event of Default has occurred and is continuing, the Borrower or any Subsidiary (other
than any Excluded Subsidiary) may cause the Net Cash Proceeds from such event (or a portion thereof) to be invested within 365 days after
receipt by the Borrower or such Subsidiary (other than any Excluded Subsidiary) of such Net Cash Proceeds in the business of the Borrower
and its Subsidiaries (other than any Excluded Subsidiary) (including to consummate any Permitted Acquisition (or any other acquisition
of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line
or line of business of) any Person) permitted hereunder), in which case no prepayment shall be required pursuant to this paragraph in
respect of the Net Cash Proceeds from such event (or such portion of such Net Cash Proceeds so invested) except to the extent of any
such Net Cash Proceeds that have not been so invested by the end of such 365-day period (or within a period of 180 days thereafter if
by the end of such initial 365-day period the Borrower or one or more Subsidiaries (other than any Excluded Subsidiary) shall have entered
into an agreement or binding commitment to invest such Net Cash Proceeds), at which time a prepayment shall be required in an amount
equal to the Net Cash Proceeds that have not been so invested; provided, further, that the Borrower may use a portion of
such Net Cash Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari passu basis with the
Term Loans to the extent such other Indebtedness and the Liens securing such Indebtedness are permitted hereunder and the documentation
governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds of such Asset Disposition, in each
case in an amount not to exceed the product of (x) the amount of such Net Cash Proceeds and (y) a fraction, the numerator of
which is the outstanding principal amount of such other Indebtedness and the denominator of which is the aggregate outstanding principal
amount of Term Loans and such other Indebtedness.


 


(iii)            Insurance
and Condemnation Events. The Borrower shall make mandatory principal prepayments of the Term Loans in the manner set forth in
clause (v) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and
Condemnation Event to the extent that the aggregate amount of such Net Cash Proceeds exceed $15,000,000 during any Fiscal Year. Such
prepayments shall be made within three (3) Business Days after the date of receipt of Net Cash Proceeds of any such Insurance
and Condemnation Event by any Credit Party or any of its Subsidiaries (other than Excluded Subsidiaries); provided that, so
long as no Event of Default has occurred and is continuing, the Borrower or any Subsidiary (other than any Excluded Subsidiary) may
cause the Net Cash Proceeds from such event (or a portion thereof) to be invested within 365 days after receipt by the Borrower or
such Subsidiary (other than any Excluded Subsidiary) of such Net Cash Proceeds in the business of the Borrower and its Subsidiaries
(other than any Excluded Subsidiary) (including to consummate any Permitted Acquisition (or any other acquisition of all or
substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line
of business of) any Person) permitted hereunder), in which case no prepayment shall be required pursuant to this paragraph in
respect of the Net Cash Proceeds from such event (or such portion of such Net Cash Proceeds so invested) except to the extent of any
such Net Cash Proceeds that have not been so invested by the end of such 365-day period (or within a period of 180 days thereafter
if by the end of such initial 365-day period the Borrower or one or more Subsidiaries (other than any Excluded Subsidiary) shall
have entered into an agreement or binding commitment to invest such Net Cash Proceeds), at which time a prepayment shall be required
in an amount equal to the Net Cash Proceeds that have not been so invested; provided, further, that the Borrower may
use a portion of such Net Cash Proceeds to prepay or repurchase any other Indebtedness that is secured by the Collateral on a pari
passu basis with the Term Loans to the extent such other Indebtedness and the Liens securing such Indebtedness are permitted
hereunder and the documentation governing such other Indebtedness requires such a prepayment or repurchase thereof with the proceeds
of such Insurance and Condemnation Event, in each case in an amount not to exceed the product of (x) the amount of such Net
Cash Proceeds and (y) a fraction, the numerator of which is the outstanding principal amount of such other Indebtedness and the
denominator of which is the aggregate outstanding principal amount of Term Loans and such other Indebtedness.


 






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(iv)            Excess
Cash Flow. After the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2022), within five (5) Business
Days after the earlier to occur of (x) the delivery of the financial statements and related Officer’s Compliance Certificate
for such Fiscal Year and (y) the date on which the financial statements and the related Officer’s Compliance Certificate for
such fiscal year are required to be delivered pursuant to Section 6.1(a) and Section 6.2(a), the Borrower
shall make mandatory principal prepayments of the Term Loans in the manner set forth in clause (v) below in an amount equal to (A) the
then applicable ECF Percentage of Excess Cash Flow, if any, for such Fiscal Year minus (B) the aggregate amount of all (i) optional
prepayments of Term Loans pursuant to Section 2.4(a) during such Fiscal Year and (ii) purchases of Term Loans pursuant
to Section 11.9(g) by the Borrower or any Subsidiary during such fiscal year (determined by the actual cash purchase
price paid by such Person for any such purchase and not the par value of the Term Loans purchased by such Person) (in each case other
than with the proceeds of long-term Indebtedness (other than revolving indebtedness)).


 


(v)            Notice;
Manner of Payment. Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through and including
(iv) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice,
the Administrative Agent shall promptly (other than a prepayment with the proceeds of Refinancing Term Loans) so notify the applicable
Lenders. Each prepayment of the Term Loans under this Section 2.4 shall be applied on a pro rata basis among the Initial
Term Loans and, if applicable, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (as determined based on the
then outstanding principal amount of each such Term Loan), except to the extent that any applicable amendment or other governing document
implementing an Incremental Term Loan, Extended Term Loan and/or Refinancing Term Loan provides that the applicable Class of Term
Loans made thereunder shall be entitled to less than pro rata treatment. Notwithstanding the foregoing, each prepayment of Term
Loans under Section 2.4(b)(i) with proceeds of Refinancing Term Loans shall be applied solely to the Class of Term
Loans being Refinanced thereby. Amounts so applied shall be further applied (A) on a pro rata basis to the remaining scheduled
principal installments of the Initial Term Loans and (B) as determined by the Borrower and the applicable Class of Lenders
to reduce the remaining scheduled principal installments of any Incremental Term Loans, Extended Term Loans and/or Refinancing Term Loans.
Each prepayment shall be accompanied by any amount required to be paid pursuant to Section 3.9.


 


(c)            Call
Premium. In the event that, on or prior to the six (6) month anniversary of the Closing Date, the Borrower (i) makes
any prepayment or repayment of the Initial Term Loans in connection with any Repricing Transaction (as defined below) or
(ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative
Agent, for the ratable account of each applicable Lender, a fee in an amount equal to, (x) in the case of clause (i), a
prepayment premium of 1.0% of the amount of the Initial Term Loans being prepaid and (y) in the case of clause (ii), a payment
equal to 1.0% of the aggregate amount of the Initial Term Loans outstanding immediately prior to such amendment that are subject to
such amendment (including, without limitation, any Initial Term Loans of a Non-Consenting Lender that is replaced pursuant to Section 3.12(b) in
connection with such amendment). Such fees shall be due and payable within three (3) Business Days of the date of the
effectiveness of such Repricing Transaction. For the purpose of this clause (c), “Repricing Transaction” means
(x) any prepayment or repayment of the Initial Term Loans with the proceeds of, or any conversion of the Initial Term Loans
into, any new or replacement tranche of term loans or Indebtedness incurred for the primary purpose (as determined in good faith by
the Borrower) of reducing the Effective Yield to an amount less than the Effective Yield applicable to the Initial Term Loans and
(y) any amendment, amendment and restatement, mandatory assignment or other transaction that reduces, and the primary purpose
of which (as determined in good faith by the Borrower) was the reduce, the Effective Yield applicable to the Initial Term Loans, but
which in each case does not include any refinancing that involves a transaction that, if consummated, would constitute a Change in
Control or any other transaction not otherwise permitted by this Agreement.


 






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ARTICLE III

GENERAL LOAN PROVISIONS


 


SECTION 3.1         Interest.


 


(a)            Interest
Rate Options. Subject to the provisions of this Section 3.1, at the election of the Borrower, the Initial Term Loans
shall bear interest at (A) Alternate Base Rate plus the Applicable Margin or (B) the Adjusted Term SOFR Rate plus
the Applicable Margin (provided that the Adjusted Term SOFR Rate shall not be available until three (3) Business Days
after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter indemnifying the Lenders in the manner
set forth in Section 3.9 of this Agreement). The Borrower shall select the rate of interest and Interest Period, if any,
applicable to the Initial Term Loans at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is
given pursuant to Section 3.2.


 


(b)            Default
Rate. Subject to Section 9.3, immediately upon the occurrence and during the continuance of an Event of Default
under Section 9.1(a), (b), (i) or (j), (A) the Borrower shall no longer have the option to
request Term SOFR Rate Loans, (B) all outstanding Term SOFR Rate Loans shall bear interest at a rate per annum of two percent (2%)
in excess of the rate (including the Applicable Margin) then applicable to Term SOFR Rate Loans until the end of the applicable Interest
Period and thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to
ABR Term Loans, (C) all outstanding ABR Term Loans and other Obligations arising hereunder or under any other Loan Document shall
bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to
ABR Term Loans or such other Obligations arising hereunder or under any other Loan Document and (D) all accrued and unpaid interest
shall be due and payable on demand of the Administrative Agent. Interest shall continue to accrue on the Obligations after the filing
by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.


 


(c)            Interest
Payment and Computation. Interest on each ABR Term Loan shall be due and payable in arrears on the last Business Day of each calendar
quarter commencing December 31, 2021; and interest on each Term SOFR Rate Loan shall be due and payable on the last day of each
Interest Period applicable thereto, and if such Interest Period extends over three (3) months, at the end of each three (3) month
interval during such Interest Period. All computations of interest for ABR Term Loans when the Alternate Base Rate is determined by the
Prime Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations
of fees and interest provided hereunder shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a 365/366-day year).


 


(d)            Maximum
Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or
collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of
competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the
Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall
automatically be reduced to the maximum rate permitted by Applicable Law and the Lenders shall at the Administrative Agent’s
option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or
(ii) apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or
contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in
any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.


  






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SECTION 3.2         Notice
and Manner of Conversion or Continuation of Loans. The Borrower shall have the option to (a) convert at any time following the
third Business Day after the Closing Date all or any portion of any outstanding ABR Term Loans in a principal amount equal to $5,000,000
or any whole multiple of $1,000,000 in excess thereof into one or more Term SOFR Rate Loans and (b) upon the expiration of any Interest
Period, (i) convert all or any part of its outstanding Term SOFR Rate Loans in a principal amount equal to $1,000,000 or a whole
multiple of $500,000 in excess thereof into ABR Term Loans or (ii) continue such Term SOFR Rate Loans as Term SOFR Rate Loans. Whenever
the Borrower desires to convert or continue Initial Term Loans as provided above, the Borrower shall give the Administrative Agent irrevocable
prior written notice in the form attached as Exhibit D (a “Notice of Conversion/Continuation”) not later
than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or continuation of such Initial Term
Loan is to be effective specifying (A) the Initial Term Loans to be converted or continued, and, in the case of any Term SOFR Rate
Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date of such conversion or continuation
(which shall be a Business Day), (C) the principal amount of such Initial Term Loans to be converted or continued, and (D) the
Interest Period to be applicable to such converted or continued Term SOFR Rate Loan. If the Borrower fails to give a timely Notice of
Conversion/Continuation prior to the end of the Interest Period for any Term SOFR Rate Loan, then the applicable Term SOFR Rate Loan
shall be converted to an ABR Term Loan. Any such automatic conversion to an ABR Term Loan shall be effective as of the last day of the
Interest Period then in effect with respect to the applicable Term SOFR Rate Loan. If the Borrower requests a conversion to, or continuation
of, Term SOFR Rate Loans, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.
The Administrative Agent shall promptly notify the applicable Lenders of such Notice of Conversion/Continuation.


 


SECTION 3.3         Fees.
The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the
times as separately agreed. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the
amounts and at the times so specified.


 


SECTION 3.4        Manner
of Payment. Each payment by the Borrower on account of the principal of or interest on the Term Loans or of any fee, commission or
other amounts payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the date specified for payment
under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the applicable Lenders
entitled to such payment in Dollars, in immediately available funds and shall be made without any set off, counterclaim or deduction
whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the
purposes of Section 9.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day.
Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon
receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender at its address
for notices set forth herein its ratable share (or other applicable share as provided herein) of such payment and shall wire advice of
the amount of such credit to each Lender. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall
be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 3.9, 3.10, 3.11
or 11.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of “Interest
Period,” if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be
made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest
if payable along with such payment. Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to
such Defaulting Lender hereunder shall be applied in accordance with Section 3.14(a)(ii).


 






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SECTION 3.5         Evidence
of Indebtedness. The Term Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender
and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Term Loans made by the Lenders to the Borrower and the interest
and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts
and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the
Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Term Loan Note which
shall evidence such Lender’s Term Loans in addition to such accounts or records. Each Lender may attach schedules to its Term Loan
Note and endorse thereon the date, amount and maturity of its Term Loan and payments with respect thereto.


 


SECTION 3.6         Sharing
of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect
of any principal of or interest on any of its Term Loans or other obligations hereunder resulting in such Lender’s receiving payment
of a proportion of the aggregate amount of its Term Loans and accrued interest thereon or other such obligations (other than pursuant
to Sections 3.9, 3.10, 3.11 or 11.3) greater than its pro rata share thereof as provided herein, then
the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for
cash at face value) participations in the Term Loans and such other obligations of the other Lenders, or make such other adjustments
as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Term Loans and other amounts owing them; provided that:


 


(i)            if
any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall
be rescinded and the purchase price restored to the extent of such recovery, without interest, and


 


(ii)            the
provisions of this paragraph (ii) shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender),
or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans
to any assignee or participant, other than, except to the extent provided in Section 11.9(g), to the Borrower or any of its
Subsidiaries or Affiliates (as to which the provisions of this paragraph (ii) shall apply).


 


Each Credit Party consents
to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against each Credit Party rights of setoff and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of each Credit Party in the amount of such participation.


 


For purposes of clause (b) of
the definition of “Excluded Taxes,” a Lender that acquired a participation pursuant to this Section 3.6 shall
be treated as having acquired such participation on the earlier date(s) on which such Lender acquired an interest in the Term Loan
Commitment(s) or Term Loan(s) to which such participation relates.


 






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SECTION 3.7         Funding
by Lenders; Administrative Agent’s Clawback.


 


(a)            Funding
by Lenders. Each Lender shall make each Term Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for
such purpose by notice to the applicable Lenders. The Administrative Agent will make such Term Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative Agent and designated
by the Borrower in the applicable Notice of Borrowing or to such other account or accounts as may be designated in writing to the Administrative
Agent by the Borrower.


 


(b)            Presumption
by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender (i) in the case of ABR Term
Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any borrowing
that such Lender will not make available to the Administrative Agent such Lender’s share of such borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in accordance with this Agreement and may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of
the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date
such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case
of a payment to be made by such Lender, the greater of the daily average Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the
Borrower, the interest rate applicable to ABR Term Loans. If the Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest
paid by the Borrower for such period. If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the
amount so paid shall constitute such Lender’s Term Loan included in such borrowing. Any payment by the Borrower shall be without
prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(c)            Payments
by the Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower
will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed
to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


 


(d)            Nature
of Obligations of Lenders. The obligations of the Lenders under this Agreement to make Term Loans are several and are not joint or
joint and several. The failure of any Lender to make available its ratable portion of any Term Loan requested by the Borrower shall not
relieve it or any other Lender of its obligation, if any, hereunder to make its ratable portion of such Term Loan available on the borrowing
date, but no Lender shall be responsible for the failure of any other Lender to make its ratable portion of such Term Loan available
on the borrowing date.


 






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SECTION 3.8     Alternate
Rate of Interest.


 


(a)            Subject
to clauses (b), (c), (d), (e) and (f) of this Section 3.8, if


 


(i)            the
Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest
Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Adjusted Term SOFR Rate or
the Term SOFR Rate (including because the Term SOFR Reference Rate is not available or published on a current basis), for such Interest
Period; or


 


(ii)            the
Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing,
the Adjusted Term SOFR Rate or the Term SOFR Rate and such Interest Period will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Term Loans (or its Term Loan) included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until (x) the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist with respect
to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the terms of Section 2.2,
(1) any Notice of Conversion/Continuation that requests the conversion of any ABR Borrowing to, or continuation of any ABR Borrowing
as, a Term Benchmark Borrowing and any Notice of Borrowing that requests a Term Benchmark Revolving Borrowing shall instead be deemed
to be a Notice of Conversion/Continuation or a Notice of Borrowing, as applicable, for an ABR Borrowing. Furthermore, if any Term Benchmark
Loan is outstanding on the date of the Borrower’s receipt of the notice from the Administrative Agent referred to in this Section 3.8(a),
then until (x) the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist with respect to the relevant Benchmark and (y) the Borrower delivers a new Notice of Borrowing in accordance with the
terms of Section 2.2, (1) any Term Benchmark Loan shall on the last day of the Interest Period applicable to such Term
Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute,
an ABR Borrowing.


 


(b)            Notwithstanding
anything to the contrary herein or in any other Loan Document (and any Swap Obligation shall be deemed to be a Loan Document for purposes
of this Section 3.8), if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the
Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance
with clause (1) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement
will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document
and (y) if a Benchmark Replacement is determined in accordance with clause (2) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan
Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the
date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other
party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice
of objection to such Benchmark Replacement from Lenders comprising the Required Lenders of each affected Class.


 






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(c)            Notwithstanding
anything to the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.


 


(d)            The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the
removal or reinstatement of any tenor of a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of
any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable,
any Lender (or group of Lenders) pursuant to this Section 3.8, including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any
action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without
consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this
Section 3.8.


 


(e)            Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a
Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Rate) and either (A) any
tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of
such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will
be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any
Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was
removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a
Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no
longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the
definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed
tenor.


 


(f)            Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for
a Term Benchmark Borrowing of, conversion to or continuation of Term Benchmark Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have converted any request for (1) a Term Benchmark Borrowing
into a request for a Borrowing of or conversion to an ABR Borrowing. During any Benchmark Unavailability Period or at any time that a
tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor
for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Term Benchmark Loan is outstanding
on the date of the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, then until such time as
a Benchmark Replacement is implemented pursuant to this Section 3.8, any Term Benchmark Loan shall on the last day of the
Interest Period applicable to such Term Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by
the Administrative Agent to, and shall constitute an ABR Term Loan.


 






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SECTION 3.9     Indemnity.
The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain a Term SOFR Rate Loan or from fees payable to terminate the deposits from which such
funds were obtained) which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other
funds acquired to effect, fund or maintain any Term Loan (a) as a consequence of any failure by the Borrower to make any payment
when due of any amount due hereunder in connection with a Term SOFR Rate Loan, (b) due to any failure of the Borrower to borrow
or continue a Term SOFR Rate Loan or convert to a Term SOFR Rate Loan on a date specified therefor in a Notice of Borrowing or Notice
of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any Term SOFR Rate Loan on a date other than the
last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole
discretion, based upon the assumption that such Lender funded its ratable portion of the Term SOFR Rate Loans and using any reasonable
attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis
for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative
Agent and shall be conclusively presumed to be correct save for manifest error.


 


SECTION 3.10     Increased
Costs.


 


(a)            Increased
Costs Generally. If any Change in Law shall:


 


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


 


(ii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)            impose
on any Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or Term SOFR Rate Loans made by such Lender;


 


and the result of any of the foregoing shall be
to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Term Loan (or of maintaining
its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender or other Recipient
hereunder (whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower
shall promptly pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will compensate such
Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)            Capital
Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s
holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such
Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term
Loans made by such Lender 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 such Lender’s holding company with respect
to capital adequacy), then from time to time upon written request of such Lender the Borrower shall promptly pay to such Lender such additional
amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 






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(c)            Certificates
for Reimbursement. A certificate of a Lender or other Recipient setting forth the amount or amounts necessary to compensate such Lender,
such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of
this Section 3.10 and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender
or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender or other Recipient to demand compensation pursuant to this Section 3.10
shall not constitute a waiver of such Lender’s or such other Recipient’s right to demand such compensation; provided
that the Borrower shall not be required to compensate any Lender or any other Recipient pursuant to this Section 3.10 for
any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or such other Recipient,
as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s
or such other Recipient’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).


 


SECTION 3.11     Taxes.


 


(a)            Defined
Terms. For purposes of this Section 3.11, the term “Applicable Law” includes FATCA.


 


(b)            Payments
Free of Taxes. All payments by or on account of any obligation of any Credit Party under any Loan Document shall be made without deduction
or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by any Withholding Agent, then
the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the
sum payable by the applicable Credit Party shall be increased as necessary so that, after all such deductions or withholdings have been
made (including such deductions and withholdings applicable to additional sums payable under this Section 3.11), the applicable
Lender (or, in the case of payments made to the Administrative Agent for its own account, the Administrative Agent) receives an amount
equal to the sum it would have received had no such deduction or withholding been made.


 


(c)            Payment
of Other Taxes by the Credit Parties. The Credit Parties shall timely pay to the relevant Governmental Authority in accordance with
Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.


 


(d)            Indemnification
by the Credit Parties. The Credit Parties shall, jointly and severally, indemnify each Recipient, within ten (10) days after
demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.11) payable or paid by such Recipient or required to be withheld or deducted with respect to
a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own
behalf or on behalf of a Recipient, shall be conclusive absent manifest error.


 






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(e)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for
(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the
Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 11.9(d) 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
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether
or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document
or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent
under this Section 3.11(e).


 


(f)            Evidence
of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 3.11,
such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(g)            Status
of 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 permit
such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by
the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested
by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender
is subject to backup withholding or information reporting requirements.


 


(ii)            Without
limiting the generality of the foregoing:


 


(A)            Any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
two executed copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax;


 


(B)            any
Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent on or prior
to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower or the Administrative Agent), two of whichever of the following is applicable:


 






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(1)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party executed copies of IRS
Form W-8BEN or W-BEN-E, as applicable;


 


(2)            executed
copies of IRS Form W-8ECI;


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code and that no payments under any Loan Documents are effectively connected with a U.S. trade or business (a “U.S. Tax Compliance
Certificate”) and (y) executed copies of IRS Form W-8BEN or W-BEN-E, as applicable; or


 


(4)            to
the extent a Foreign Lender is not the beneficial owner (for example, where such Lender is a partnership or a participating Lender), executed
original copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-BEN-E, as applicable, a U.S.
Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or
other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and
not a participating Lender) and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of such
direct and indirect partner(s);


 


(C)            any
Foreign Lender shall, to the extent it is legally eligible to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other
form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax, duly
completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative
Agent to determine the withholding or deduction required to be made; and


 


(D)            if
a payment made to a Lender under any Loan Document would be subject to United States federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed
by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this Section 3.11(g)(ii)(D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 






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Each Lender agrees that if
any documentation it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall promptly update such documentation
or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so.


 


Notwithstanding anything to
the contrary in this Section 3.11(g), no Lender shall not be required to deliver any documentation pursuant to this Section 3.11(g) that
it is not legally eligible.


 


Each Lender hereby authorizes
the Administrative Agent to deliver to the Credit Parties and to any successor Administrative Agent any documentation provided by such
Lender to the Administrative Agent pursuant to this Section 3.11(g).


 


(h)            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 indemnified pursuant to this Section 3.11 (including by the payment of additional amounts pursuant
to this Section 3.11), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 3.11 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this Section 3.11(h) (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 Section 3.11(h), in no event will the indemnified party be required to pay
any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less
favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to
such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to
such Tax had never been paid. This Section 3.11(h) shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)            Survival.
Each party’s obligations under this Section 3.11 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 Term Loan Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document.


 


SECTION 3.12     Mitigation
Obligations; Replacement of Lenders.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.10, or requires the Borrower to pay
any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.11,
then such Lender shall, at the request of the Borrower, use reasonable efforts to designate a different Lending Office for funding or
booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates,
if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.10
or Section 3.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


 






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(b)            Replacement
of Lenders. If any Lender requests compensation under Section 3.10, or if the Borrower is required to pay any Indemnified
Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.11,
and, in each case, such Lender has declined or is unable to designate a different Lending Office in accordance with Section 3.12(a),
or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice
to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 11.9), all of its interests, rights (other than its existing
rights to payments pursuant to Section 3.10 or Section 3.11) and obligations under this Agreement and the related
Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that:


 


(i)            the
Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.9;


 


(ii)            such
Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.9)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts, including any amounts under Section 2.4(c));


 


(iii)            in
the case of any such assignment resulting from a claim for compensation under Section 3.10 or payments required to be made
pursuant to Section 3.11, such assignment will result in a reduction in such compensation or payments thereafter;


 


(iv)            such
assignment does not conflict with Applicable Law; and


 


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


 


A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrower to require such assignment and delegation cease to apply.


 


SECTION 3.13     Incremental
Loans.


 


(a)            At
any time after the Closing Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of
one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”)
to make additional term loans, including a borrowing of an additional term loan the principal amount of which will be added to the outstanding
principal amount of any existing Class of Term Loans (any such additional term loan, an “Incremental Term Loan”);
provided that (i) the total aggregate principal amount of such Incremental Term Loan Commitment shall not exceed the Incremental
Term Loan Limit and (ii) the total aggregate amount for each Incremental Term Loan Commitment (and the Incremental Term Loans made
thereunder) shall not, unless otherwise agreed to by the Administrative Agent, be less than a minimum principal amount of $10,000,000
or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased
Amount Date”) on which the Borrower proposes that any Incremental Term Loan Commitment shall be effective, which shall be a
date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent (or such other
date as may be approved by the Administrative Agent). The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved
Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Term Loan Commitment or any
portion thereof (any such Person, an “Incremental Lender”). Any proposed Incremental Lender offered or approached to
provide all or a portion of any Incremental Term Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental
Term Loan Commitment. Any Incremental Term Loan Commitment shall become effective as of such Increased Amount Date; provided that,
subject to Section 1.11, each of the following conditions has been satisfied or waived as of such Increased Amount Date:


 






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(A)            no
Default or Event of Default shall exist on such Increased Amount Date immediately before or immediately after giving effect on a Pro Forma
Basis to any Incremental Term Loan Commitment, the making of any Incremental Term Loans pursuant thereto and any Specified Transactions
consummated in connection therewith;


 


(B)            the
Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate demonstrating,
in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the
Financial Covenant based on the financial statements most recently delivered pursuant to Section 6.1(a) or 6.1(b),
as applicable, both before and after giving effect (on a Pro Forma Basis) to any Incremental Term Loan Commitment, the
making of any Incremental Term Loans pursuant thereto (with any Incremental Term Loan Commitment being deemed to be fully funded),
and any Specified Transactions consummated in connection therewith;


 


(C)            each
of the representations and warranties contained in Articles V and VIII shall be true and correct in all material respects,
except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which
case, such representation and warranty shall be true, correct and complete in all respects, on such Increased Amount Date with the same
effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier
date, which representation and warranty shall remain true and correct as of such earlier date);


 


(D)            the
proceeds of any Incremental Term Loans shall be used for general corporate purposes of the Credit Parties (including, without limitation,
capital expenditures, acquisitions, working capital and/or purchase price adjustments, the payment of transaction fees and expenses, other
Investments, Restricted Payments and/or any other purpose not prohibited by the Loan Documents);


 


(E)            each
Incremental Term Loan Commitment (and the Incremental Term Loans made thereunder) shall constitute Obligations of the Borrower and shall
be secured and guaranteed with the other Term Loans on a pari passu basis;


 


(F)            in
the case of each Incremental Term Loan (the terms of which shall be set forth in the relevant Lender Joinder Agreement):


 


(1)            such
Incremental Term Loan will mature and amortize in a manner reasonably acceptable to the Incremental Lenders making such Incremental Term
Loan and the Borrower, but will not in any event have a shorter Weighted Average Life to Maturity than the remaining Weighted Average
Life to Maturity of the Initial Term Loan or a maturity date earlier than the Term Loan Maturity Date;


 


(2)            the
interest rate margins, fees and, subject to clause (F)(1) above, amortization schedule, applicable to any Incremental Term Loan shall
be determined by the Borrower and the applicable Incremental Lenders; provided that in the event that the Effective Yield for any
Incremental Term Loan incurred by the Borrower prior to the date that is twelve (12) months after the Closing Date under any Incremental
Term Loan Commitment is higher than the Effective Yield for the outstanding Initial Term Loans hereunder immediately prior to the incurrence
of the applicable Incremental Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans at the time
such Incremental Term Loans are incurred shall be increased to the extent necessary so that the Effective Yield for the Initial Term Loans
is equal to the Effective Yield for such Incremental Term Loans minus 50 basis points; and


 


(3)            except
as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms
and conditions applicable to the Initial Term Loans, shall be reasonably satisfactory to the Administrative Agent (provided that
such other terms and conditions shall not be materially more favorable to the Lenders under any Incremental Term Loans than such other
terms and conditions under the Initial Term Loans);


 






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(G)            such
Incremental Term Loan Commitments shall be effected pursuant to one or more Lender Joinder Agreements executed and delivered by the Borrower,
the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other
Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the
Administrative Agent, to effect the provisions of this Section 3.13); and


 


(H)            the
Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a
resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental
Term Loan and/or Incremental Term Loan Commitment) and such written consent or acknowledgement, if any, from each Agency with
respect to such Incremental Term Loan as may be necessary or reasonably requested by Administrative Agent in connection with any
such transaction (which such consents or acknowledgments shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Incremental Lenders).


 


(b)            (i) The
Incremental Term Loans shall be deemed to be Term Loans; provided that any such Incremental Term Loan that is not added to the
outstanding principal balance of a pre-existing Term Loan shall be designated as a separate Class of Term Loans for all purposes
of this Agreement. Each party hereto hereby agrees that, upon the effectiveness of any Lender Joinder Agreement, this Agreement shall
be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments
evidenced thereby. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 3.13
shall be deemed “Loan Documents” hereunder. Each of the parties hereto hereby agrees that the Administrative Agent may take
any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Incremental Term Loans designated
as a separate Class of Term Loans), when originally made, are included in each Borrowing of the outstanding Initial Term Loans on
a pro rata basis.


 


(ii)            The
Incremental Lenders shall be included in any determination of the Required Lenders and, unless otherwise agreed, the Incremental Lenders
will not constitute a separate voting class for any purposes under this Agreement.


 


(c)            On
any Increased Amount Date on which any Incremental Term Loan Commitment becomes effective, subject to the foregoing terms and conditions,
each Incremental Lender with an Incremental Term Loan Commitment shall make, or be obligated to make, an Incremental Term Loan to the
Borrower in an amount equal to its Incremental Term Loan Commitment and shall become a Lender hereunder with respect to such Incremental
Term Loan Commitment and the Incremental Term Loan made pursuant thereto.


 






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SECTION 3.14     Defaulting
Lenders.


 


(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” and Section 11.2.


 


(ii)            Defaulting
Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account
of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise) or received
by the Administrative Agent from a Defaulting Lender pursuant to Section 11.4 shall be applied at such time or times as
may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Term 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 Term Loans under this Agreement; fourth, to the payment of any amounts
owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the 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 Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Term Loans in
respect of which such Defaulting Lender has not fully funded its appropriate share and (2) such Term Loans were made at a time
when the conditions set forth in Section 4.1 were satisfied or waived, such payment shall be applied solely to pay the
Term Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Term Loans of such
Defaulting Lender until such time as all Term Loans are held by the Lenders pro rata in accordance with the applicable
ratable shares of such Term Loans. 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 shall 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 writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Term Loans of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Term Loans to be held pro rata
by the Lenders in accordance with the Term Loan 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 hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.


 






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SECTION 3.15     Extension
of Term Loan Maturity Date.


 


(a)            The
Borrower may, upon written notice to the Administrative Agent (an “Extension Request”), which shall promptly notify
the applicable Class of Lenders, request one or more extensions of the maturity date applicable to the Term Loans of such Class (each,
an “Existing Term Loan Tranche” and the extended loans of such Class, the “Extended Term Loans”)
then in effect (such existing maturity date applicable to such Class of Term Loans being the “Existing Term Loan Maturity
Date”) to a date specified in such Extension Request.


 


(b)            Each
Extension Request shall specify (i) the date on which the Borrower proposes that the extension shall be effective, which shall be
a date not less than ten (10) Business Days nor more than thirty (30) days after the date of such Extension Request (or such longer
or shorter periods as the Administrative Agent shall agree in its sole discretion), (ii) the Existing Term Loan Tranche to be extended,
(iii) the amount of the Existing Term Loan Tranche that is subject to such Extension Request and (iv) the proposed maturity
date of such Extended Term Loan. Within the time period specified in such Extension Request, each applicable Lender shall notify the Administrative
Agent whether it consents to such extension (which consent may be given or withheld in such Lender’s sole and absolute discretion).
Each Lender of the Existing Term Loan Tranche shall be offered the opportunity to participate in such extension on a pro rata basis
and on the same terms and conditions as each other Lender of the Existing Term Loan Tranche pursuant to procedures established by, or
reasonably acceptable to, the Administrative Agent and the Borrower. Any Lender not responding within the above time period shall be deemed
not to have consented to such extension. The Administrative Agent shall promptly notify the Borrower and the applicable Lenders of such
Lenders’ responses. If the aggregate principal amount of the Existing Term Loan Tranche in respect of which the applicable Lenders
that have accepted the Extension Request exceeds the amount set forth in such Extension Request, then such accepting Lenders’ Term
Loans of the Existing Term Loan Tranche shall be extended ratably up to such maximum amount based on the respective principal amounts
with respect to which such Lenders have accepted such Extension Request.


 


(c)            The
maturity date applicable to any Class of Term Loans shall be extended only with respect to such Existing Term Loan Tranche held by
such Lenders that have consented thereto (it being understood and agreed that no other Lender consents shall be required hereunder for
such extensions). If so extended, the scheduled maturity date with respect to the Term Loans of the relevant Class so extended shall
be the date specified in the Extension Request, which shall become the new maturity date of the applicable Class of Term Loans established
pursuant to such extension (such maturity date for the Term Loans so affected, the “Extended Term Loan Maturity Date”).
The Administrative Agent shall promptly confirm to the applicable Lenders such extension, specifying the effective date of such extension
(the “Extension Effective Date”) and the Extended Term Loan Maturity Date (after giving effect to such extension) applicable
to the Extended Term Loans.


 


(d)            The
proposed terms of the Extended Term Loans to be established shall be identical to the Term Loans under the Existing Term Loan Tranche
from which such Extended Term Loans are to be amended, except that:


 


(i)            the
maturity date of the Extended Term Loans shall be later than the maturity date of the applicable Existing Term Loan Tranche;


 






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(ii)            the
Weighted Average Life to Maturity of the Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity
of the Term Loans of such Existing Term Loan Tranche;


 


(iii)            the
Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount,
interest rate floors or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche, in
each case, to the extent provided in the applicable Extension Amendment;


 


(iv)            the
Extension Amendment may provide for other covenants and terms that apply solely to any period after the final maturity date of the Term
Loans that are in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term
Loans);


 


(v)            Extended
Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; and


 


(vi)            the
Extended Term Loans may participate on a pro rata or less than pro rata (but not greater than pro rata) basis in
mandatory prepayments with the other Term Loans.


 


(e)            Notwithstanding
the terms of Section 11.2, the Borrower and the Administrative Agent shall be entitled (without the consent of any other Lenders
except to the extent required above under this Section 3.15) to enter into any amendments (an “Extension Amendment”)
to this Agreement that the Administrative Agent believes are necessary to appropriately reflect, or provide for the integration of, any
extension of the maturity date and other amendments applicable to any Class of Term Loans pursuant to this Section 3.15.


 


SECTION 3.16     Refinancing
Term Loans.


 


(a)            Notwithstanding
anything to the contrary in this Agreement, the Borrower may by written notice to the Administrative Agent request the establishment of
one or more additional tranches or Classes of term loans under this Agreement (“Refinancing Term Loans”) which refinance,
renew, replace, defease or refund (collectively, “Refinance”) one or more Classes of Term Loans under this Agreement;
provided that:


 


(i)            no
Default or Event of Default has occurred and is continuing or would result therefrom;


 


(ii)            the
principal amount of such Refinancing Term Loans may not exceed the aggregate principal amount of the Term Loans being Refinanced plus
accrued and unpaid interest and fees thereon, any prepayment premiums applicable thereto and reasonable fees, costs and expenses incurred
in connection therewith;


 


(iii)            the
Net Cash Proceeds of such Refinancing Term Loans shall be applied, concurrently or substantially concurrently with the incurrence thereof,
solely to the repayment of the outstanding amount of one or more Classes of Term Loans being Refinanced thereby;


 


(iv)            each
Class of Refinancing Term Loans shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof
(or such other amount necessary to repay any Class of outstanding Term Loans in full);


 






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(v)            the
final maturity date of such Refinancing Term Loans shall not be earlier than the maturity date of the Term Loans being Refinanced, and
the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no earlier than the then remaining Weighted Average Life
to Maturity of each Class of Term Loans being Refinanced;


 


(vi)            subject
to clause (v) above, such Refinancing Term Loans shall have pricing (including interest rates, fees and premiums), amortization,
optional prepayment, mandatory prepayment and redemption terms as may be agreed to by the Borrower and the relevant Refinancing Term Lenders,
so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Term Loans do not participate on a greater
basis in any such prepayments as compared to the Term Loans being Refinanced;


 


(vii)            all
other terms applicable to such Refinancing Term Loans shall be substantially identical to, or (taken as a whole) be otherwise not more
favorable to (as reasonably determined by the Borrower) the lenders providing such Refinancing Term Loans than those applicable to the
then outstanding Term Loans, except to the extent such covenants and other terms apply solely to any period after the latest final maturity
date of the Term Loans existing at the time of such refinancing or replacement;


 


(viii)            such
Refinancing Term Loans shall not be secured by (i) Liens on assets other than assets securing the Indebtedness being Refinanced or
(ii) Liens having a higher priority than the Liens, if any, securing the Indebtedness being Refinanced;


 


(ix)            no
Subsidiary is a borrower or a guarantor with respect to such Refinancing Term Loans unless such Subsidiary is a Credit Party which shall
have previously or substantially concurrently guaranteed the Secured Obligations; and


 


(x)            no
existing Lender shall be required to provide any Refinancing Term Loans.


 


(b)            Each
such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrower proposes that the Refinancing
Term Loans be made, which shall be a date reasonably acceptable to the Administrative Agent.


 


(c)            The
Borrower may approach any Lender or any other Person that would be an Eligible Assignee of Term Loans pursuant to Section 11.9
to provide all or a portion of the Refinancing Term Loans (each a “Refinancing Term Lender”); provided that
any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion,
to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated a series (a
 “Refinancing Term Loan Series”) of Refinancing Term Loans for all purposes of this Agreement; provided that
any Refinancing Term Loans may, to the extent provided in the applicable Refinancing Amendment, be designated as an increase in any previously
established Refinancing Term Loan Series of Refinancing Term Loans made to the Borrower.


 


(d)            The
Administrative Agent and the Lenders hereby consent to the transactions contemplated by this Section 3.16 (including,
for the avoidance of doubt, the payment of interest, fees, amortization or premium in respect of the Refinancing Term Loans on the
terms specified by the Borrower) and hereby waive the requirements of this Agreement (including Section 3.6 and Section 11.2)
or any other Loan Document that may otherwise prohibit such Refinancing or any other transaction contemplated by this Section 3.16.
The Refinancing Term Loans shall be established pursuant to Refinancing Amendment and such Refinancing Amendment shall be binding on
the Lenders, the Administrative Agent, the Credit Parties party thereto and the other parties hereto without the consent of any
other Lender and the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and
the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower,
to effect the provisions of this Section 3.16, including in order to establish new tranches or sub-tranches in respect
of the Refinancing Term Loans and such technical amendments as may be necessary or appropriate in connection therewith and to adjust
the amortization set forth in Section 2.3 (insofar as such schedule relates to payments due to Lenders the Term Loans of
which are Refinanced; provided that no such amendment shall reduce the pro rata share of any such payment that would
have otherwise been payable to the Lenders holding Term Loans which are not being Refinanced). The effectiveness of any Refinancing
Amendment shall be subject to the satisfaction on the date thereof of conditions substantially consistent with the conditions in Section 4.1
and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (i) customary legal
opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as
appropriate) reasonably satisfactory to the Administrative Agent, (ii) reaffirmation agreements and/or such amendments to the
Security Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Term Loan is
provided with the benefit of the applicable Loan Documents, and (iii) written consent or acknowledgment from each Agency with
respect to such Refinancing Term Loans (which such consents or acknowledgments shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Refinancing Term Lenders).


 






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ARTICLE IV

CONDITIONS OF CLOSING AND BORROWING


 


SECTION 4.1     Conditions
to Closing and Initial Term Loan. The obligation of the Lenders to close this Agreement and to make the Initial Term Loan is subject
to the satisfaction of each of the following conditions:


 


(a)            Executed
Loan Documents. This Agreement, a Term Loan Note in favor of each Lender requesting a Term Loan Note and the Security Documents, together
with any other applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties
thereto and shall be in full force and effect.


 


(b)            Closing
Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory
to the Administrative Agent:


 


(i)            Officer’s
Certificate. A certificate from a Responsible Officer of the Borrower to the effect that (A) since December 31, 2020, no
event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have
a Material Adverse Effect; and (B) each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Sections 4.1(g)(iii) and
(v).


 


(ii)            Certificate
of Secretary of each Credit Party. A certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and
genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that
attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent),
as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority
in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing
document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or other
governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is a party, and (D) each certificate required to be delivered
pursuant to Section 4.1(b)(iii).


 






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(iii)            Certificates
of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of
incorporation, organization or formation (or equivalent), as applicable.


 


(iv)            Opinions
of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the
Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall
expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders).


 


(c)            Personal
Property Collateral.


 


(i)            Filings
and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary to perfect the security
interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received
evidence reasonably satisfactory to the Administrative Agent that upon such filings and recordations such security interests constitute
valid and perfected first priority Liens thereon (subject to Permitted Liens).


 


(ii)            Pledged
Collateral. The Administrative Agent shall have received (A) original stock certificates or other certificates evidencing the
certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such certificate
duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents
together with an undated allonge for each such promissory note duly executed in blank by the holder thereof.


 


(iii)            Lien
Search. The Administrative Agent shall have received the results of a Lien search (including a search as to judgments, bankruptcy,
tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the
Uniform Commercial Code (or applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the Uniform
Commercial Code should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things
that the assets of each such Credit Party are free and clear of any Lien (except for Permitted Liens).


 


(d)            Agency
Consents. The Credit Parties shall have received (A) written consent to the extent required under the Agency Agreements or otherwise
reasonably deemed necessary by the Administrative Agent, in form and substance satisfactory to the Administrative Agent, of each of Fannie
Mae and Freddie Mac (and to the extent applicable or required, each other Investor listed on Schedule 4.1 hereto), to the granting
of the security interests contemplated by this Agreement and the other Loan Documents (including as relating to cash flows derived from
mortgage loan servicing rights and related fees and other compensation) and the exercise by the Administrative Agent of its rights and
remedies as a secured party in connection therewith upon the occurrence of an Event of Default subject to the provisions of Article 8
of the Collateral Agreement, with evidence satisfactory to the Administrative Agent that all conditions precedent to the effectiveness
of such written consent provided by each of Fannie Mae and Freddie Mac have been fully satisfied and (B) written consent, in form
and substance satisfactory to the Administrative Agent, from (1) each lender (or any agent authorized to act on behalf of the lenders)
under any Permitted Funding Indebtedness to the extent required by the documentation governing such Permitted Funding Indebtedness and
(2) any other Person whose consent is required as a condition to the consents otherwise required by this Section 4.1(d).


 






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(e)            Financial
Matters.


  


(i)            Solvency
Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance satisfactory to the
Administrative Agent and certified as accurate by the chief financial officer of the Borrower, that after giving effect to the Transactions,
the Credit Parties, on a consolidated basis, are Solvent.


 


(ii)            Payment
at Closing. The Borrower shall have paid or made arrangements to pay contemporaneously with closing (A) to the
Administrative Agent, the Arranger and the Lenders the fees set forth or referenced in Section 3.3 and any other accrued
and unpaid fees or commissions due hereunder, (B) all fees, charges and disbursements of counsel to JPMorgan (directly to such
counsel if requested by JPMorgan) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional
amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements
incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a
final settling of accounts between the Borrower and the Arranger) and (C) to any other Person such amount as may be due thereto
in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the
execution, delivery, recording, filing and registration of any of the Loan Documents.


 


(f)            Alliant
Acquisition. The Alliant Acquisition shall have occurred or shall occur concurrently with the funding of the Initial Term Loans on
the Closing Date.


 


(g)            Miscellaneous.


 


(i)            Credit
Agreement Refinancing. On or contemporaneously with the funding of the Initial Term Loans on the Closing Date, the Existing Credit
Agreement Refinancing shall have occurred and all commitments (if any) in respect thereof shall have been terminated and all guarantees
therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance
satisfactory to it evidencing such repayment, termination and release.


 


(ii)            PATRIOT
Act, Etc. The Borrower and each of the other Credit Parties shall have provided to:


 


(A)            the
Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply
with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act, and any applicable “know your
customer” rules and regulations; and


 


(B)            to
each Lender requesting the same with respect to each Credit Party or Subsidiary thereof that qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to such Credit Party or such Subsidiary,


 


in each case requested by the Administrative
Agent or a Lender at least three (3) Business Days prior to the Closing Date.


 






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(iii)            Representations
and Warranties. The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct
in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse
Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, continuation, conversion,
issuance or extension date with the same effect as if made on and as of such date (except for any such representation and warranty that
by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects
as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse
Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date).


 


(iv)            No
Material Adverse Effect. Since December 31, 2020, no event shall have occurred or condition arisen, either individually or in
the aggregate, that could reasonably be expected to have a Material Adverse Effect.


 


(v)            No
Default. No Default or Event of Default shall exist, or would result after giving effect to the Term Loans to be made on the Closing
Date.


 


Without limiting the
generality of the provisions of the last paragraph of Section 10.3, for purposes of determining compliance with the
conditions specified in this Section 4.1, the Administrative Agent and each Lender that has signed this Agreement shall
be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to
be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES


 


To
induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make the Term Loans, the Credit
Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions
contemplated hereunder that:


 


SECTION 5.1     Organization;
Power; Qualification. Each Credit Party (a) is duly organized, validly existing and, where applicable, in good standing under
the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to carry
on its business as now being and hereafter proposed to be conducted and (c) is duly qualified and authorized to do business in each
jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization except
in jurisdictions where the failure to be so qualified or in good standing could not reasonably be expected to result in a Material Adverse
Effect. The jurisdictions in which each Credit Party is organized and qualified to do business as of the Closing Date are described on
Schedule 5.1. No Credit Party nor any Subsidiary thereof is an EEA Financial Institution.


 


SECTION 5.2     Ownership;
Voting Agreements. Each Subsidiary of each Credit Party as of the Closing Date is listed on Schedule 5.2. As of the Closing
Date, the capitalization of each Credit Party and its Subsidiaries consists of the number of shares, authorized, issued and outstanding,
of such classes and series, with or without par value, described on Schedule 5.2. All outstanding shares have been duly authorized
and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights, except as described in Schedule
5.2. As of the Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or
other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the issuance
of Equity Interests of any Credit Party or any Subsidiary thereof, except as described on Schedule 5.2.


 






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SECTION 5.3     Authorization;
Enforceability. Each Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize
the execution, delivery and performance of this Agreement and each of the other Loan Documents to which it is a party in accordance with
their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized
officers of each Credit Party that is a party thereto, and each such document constitutes the legal, valid and binding obligation of
each Credit Party that is a party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect
the enforcement of creditors’ rights in general and the availability of equitable remedies.


 


SECTION 5.4     Compliance
of Agreement, Loan Documents and Borrowing with Laws, Etc. The execution, delivery and performance by each Credit Party of the
Loan Documents to which each such Person is a party, in accordance with their respective terms, the Term Loans hereunder and the
transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise,
(a) require any Governmental Approval or violate any Applicable Law relating to any Credit Party or any Subsidiary thereof
where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse
Effect, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other
organizational documents of any Credit Party, (c) conflict with, result in a breach of or constitute a default under any
indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any
Governmental Approval relating to such Person, which could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, (d) result in or require the creation or imposition of any Lien upon or with respect to any property
now owned or hereafter acquired by such Person other than Permitted Liens or (e) require any consent or authorization of,
filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in
connection with the execution, delivery, performance, validity or enforceability of this Agreement or any other Loan Document other
than (i) consents, authorizations, filings or other acts or consents such as have been obtained or made and are in full force
and effect (and copies of which have been provided to the Administrative Agent prior to the date hereof), (ii) consents or
filings under the UCC, and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark
Office. Without limiting the generality of the foregoing, all consents and approvals required from any Agency (including, without
limitation, FHA and HUD) under any of the Agency Agreements and from any Investor under any of the Investor Agreements that are
Material Contracts have been obtained by the Credit Parties and provided to the Administrative Agent pursuant to Section 4.1(d) and
are in full force and effect.


 


SECTION 5.5     Compliance
with Law; Governmental Approvals. Each Credit Party (a) has all Governmental Approvals required by any Applicable Law for it
to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject
of any pending or, to its knowledge, threatened attack by direct or collateral proceeding, (b) is in compliance with each Governmental
Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties and (c) has
timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental
Authority and has retained all material records and documents required to be retained by it under Applicable Law except in each case
of clause (a), (b) or (c) where the failure to have, comply or file could not reasonably be expected to have a Material Adverse
Effect.


 






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SECTION 5.6     Tax
Returns and Payments. Each Credit Party has duly filed or caused to be filed all federal, state and other material tax returns required
by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state and other material taxes,
assessments and governmental charges or levies upon it and its property, income, profits and assets (including in the capacity of a withholding
agent) which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party).
Such returns accurately reflect in all material respects all liability for taxes of any Credit Party for the periods covered thereby.
As of the Closing Date, except as set forth on Schedule 5.6, there is no ongoing audit or examination or, to its knowledge,
other investigation by any Governmental Authority of the tax liability of any Credit Party. No Governmental Authority has asserted any
Lien or other claim against any Credit Party with respect to unpaid taxes which has not been discharged or resolved (other than (a) any
amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves
in conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens). The charges,
accruals and reserves on the books of each Credit Party in respect of federal, state and other material taxes for all Fiscal Years and
portions thereof since the organization of any Credit Party are in the judgment of the Borrower adequate, and the Borrower does not anticipate
any additional taxes or assessments for any of such years. No Credit Party or any Subsidiary (other than an Excluded Subsidiary) is party
to a tax sharing agreement.


 


SECTION 5.7     Intellectual
Property Matters. Each Credit Party owns or possesses rights to use all franchises, licenses, copyrights, copyright applications,
patents, patent rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights, trade names,
trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business.
No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such
rights, and no Credit Party is liable to any Person for infringement under Applicable Law with respect to any such rights as a result
of its business operations.


 


SECTION 5.8     Environmental
Matters.


 


(a)            The
properties owned, leased or operated by each Credit Party now or in the past do not contain, and to their knowledge have not previously
contained, any Hazardous Materials in amounts or concentrations which constitute or constituted a violation of applicable Environmental
Laws and which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;


  


(b)            Each
Credit Party and such properties and all operations conducted in connection therewith are in compliance, and have been in
compliance, with all applicable Environmental Laws, except such non-compliance as could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect, and, to the knowledge of each Credit Party, there is no contamination at, under
or about such properties or such operations which could materially interfere with the continued operation of such properties or
materially impair the fair saleable value thereof;


 


(c)            No
Credit Party has received any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental
matters, Hazardous Materials, or compliance with Environmental Laws that, if adversely determined, could reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, nor does any Credit Party have knowledge or reason to believe that any such notice
will be received or is being threatened;


 


(d)            To
its knowledge, Hazardous Materials have not been transported or disposed of to or from the properties owned, leased or operated by any
Credit Party in violation of, or in a manner or to a location which could give rise to liability under, Environmental Laws, nor have
any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in
a manner that could give rise to liability under, any applicable Environmental Laws, and which could reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect;


 






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(e)            No
judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which any Credit Party is or will be named as a potentially responsible party, nor are there any consent decrees
or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding
under any applicable Environmental Law with respect to any Credit Party, with respect to any real property owned, leased or operated by
any Credit Party or operations conducted in connection therewith that could reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect; and


 


(f)            There
has been no release, or to its knowledge, threat of release, of Hazardous Materials at or from properties owned, leased or operated by
any Credit Party, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under applicable
Environmental Laws that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.


 


SECTION 5.9       Employee
Benefit Matters.


 


(a)            As
of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit
Plans other than those identified on Schedule 5.9;


 


(b)            Each
Credit Party and each ERISA Affiliate is in compliance with all applicable provisions of ERISA, the Code and the regulations and published
interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment
period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably
be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of
the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been determined to be exempt under
Section 501(a) of the Code except for such plans that have not yet received determination letters but for which the remedial
amendment period for submitting a determination letter has not yet expired. No liability has been incurred by any Credit Party or any
ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to any Employee Benefit Plan or any Multiemployer
Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect;


 


(c)            As
of the Closing Date, no Pension Plan has been terminated, nor has any Pension Plan become subject to funding based benefit
restrictions under Section 436 of the Code, nor has any funding waiver from the IRS been received or requested with respect to
any Pension Plan, nor has any Credit Party or any ERISA Affiliate failed to make any contributions or to pay any amounts due and
owing as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the
due dates of such contributions under Sections 412 or 430 of the Code or Section 302 of ERISA, nor has there been any event
requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan;


 


(d)            Except
where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate has: (i) engaged in a nonexempt prohibited transaction
described in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains
outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (iii) failed to make a
required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment
under Sections 412 or 430 of the Code;


 






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(e)            No
Termination Event has occurred or is reasonably expected to occur;


 


(f)            Except
where the failure of any of the following representations to be correct could not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or
investigation is existing or, to its knowledge, threatened concerning or involving (i) any employee welfare benefit plan (as defined
in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate, (ii) any Pension
Plan or (iii) any Multiemployer Plan;


 


(g)            No
Credit Party is a party to any contract, agreement or arrangement that could, solely as a result of the delivery of this Agreement or
the consummation of transactions contemplated hereby, result in the payment of any “excess parachute payment” within the meaning
of Section 280G of the Code; and


 


(h)            As
of the Closing Date the Borrower is not nor will be using “plan assets” (within the meaning of 29 CFR § 2510.3-101,
as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Term Loans.


 


SECTION 5.10     Margin
Stock. No Credit Party is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing”
or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation
U of the Board of Governors of the Federal Reserve System). No part of the proceeds of any of the Term Loans will be used for purchasing
or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or
X of such Board of Governors. Following the application of the proceeds of each Term Loan, not more than twenty-five percent (25%) of
the value of the assets (either of the Borrower only or of the Credit Parties on a Consolidated basis) subject to the provisions of Section 7.2
or Section 7.5 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender
or any Affiliate of any Lender relating to Indebtedness in excess of the Threshold Amount will be “margin stock”.


 


SECTION 5.11     Government
Regulation. No Credit Party is an “investment company” or a company “controlled” by an “investment company”
(as each such term is defined or used in the Investment Company Act of 1940) and no Credit Party is, or after giving effect to any Term
Loan will be, subject to regulation under the Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or
consummate the transactions contemplated hereby.


 


SECTION 5.12     Material
Contracts. Schedule 5.12 sets forth a complete and accurate list of all Material Contracts of each Credit Party in effect as
of the Closing Date. Other than as set forth in Schedule 5.12, as of the Closing Date, each such Material Contract is, and after
giving effect to the consummation of the transactions contemplated by the Loan Documents will be, in full force and effect in accordance
with the terms thereof. To the extent requested by the Administrative Agent, each Credit Party has delivered to the Administrative Agent
a true and complete copy of each Material Contract required to be listed on Schedule 5.12 or any other Schedule hereto. As of the
Closing Date, no Credit Party (nor, to its knowledge, any other party thereto) is in breach of or in default under any Material Contract
in any material respect or has received any notice of the intention of any other party thereto to terminate any Material Contract.


 






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SECTION 5.13     Employee
Relations. As of the Closing Date, no Credit Party is party to any collective bargaining agreement, nor has any labor union been recognized
as the representative of its employees except as set forth on Schedule 5.13. The Borrower knows of no pending, threatened or contemplated
strikes, work stoppage or other collective labor disputes involving its employees.


 


SECTION 5.14     Burdensome
Provisions. No Subsidiary of the Borrower (other than an Excluded Subsidiary) is party to any agreement or instrument or otherwise
subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect
of its Equity Interests to the Borrower or any Subsidiary of the Borrower (other than an Excluded Subsidiary) or to transfer any of its
assets or properties to the Borrower or any other Subsidiary of the Borrower (other than an Excluded Subsidiary) in each case other than
existing under or by reason of the Loan Documents, Applicable Law or customary restrictions in any documentation governing a Permitted
Funding Indebtedness or Material Contract restricting any sale, assignment, lease, conveyance, transfer or other disposition of all or
any substantial part of a Credit Party’s business which would not prevent the granting of the Liens on the Collateral as contemplated
by the Loan Documents.


 


SECTION 5.15     [Reserved].


 


SECTION 5.16     No
Material Adverse Change. Since December 31, 2020, no event has occurred or condition arisen, either individually or in the aggregate,
that could reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.17     Solvency.
The Credit Parties, on a Consolidated basis, are Solvent. No transfer of property has been or will be made by any Credit Party and no
obligation has been or will be incurred by any Credit Party in connection with the transactions contemplated by this Agreement or the
other Loan Documents with the intent to hinder, delay or defraud either present or future creditors of any Credit Party.


 


SECTION 5.18     Title
to Properties. As of the Closing Date, the real property listed on Schedule 5.18 constitutes all of the real property that
is owned, leased, subleased or used by any Credit Party. Each Credit Party has such title to the real property owned or leased by it as
is necessary or desirable to the conduct of its business and valid and legal title to all of its personal property and assets, except
those which have been disposed of by the Credit Parties subsequent to such date which dispositions have been in the ordinary course of
business or as otherwise expressly permitted hereunder.


 


SECTION 5.19     Litigation.
There are no actions, suits or proceedings pending nor, to their knowledge, threatened against or in any other way relating adversely
to or affecting any Credit Party or any of their respective properties in any court or before any arbitrator of any kind or before or
by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.20     Anti-Terrorism;
Anti-Money Laundering; Anti-Corruption and Sanctions. No Credit Party nor any of its Subsidiaries or, to their knowledge, any of
their Related Parties (a) is an “enemy” or an “ally of the enemy” within the meaning of Section 2
of the Trading with the Enemy Act of the United States (50 U.S.C. App. §§ 1 et seq.), (b) is in violation of
(i) the Trading with the Enemy Act, (ii) any of the foreign assets control regulations of the United States Treasury
Department (31 C.F.R., Subtitle B, Chapter V) or any enabling legislation or executive order relating thereto or (iii) the
PATRIOT Act (collectively, the “Anti-Terrorism Laws”), (c) is a Sanctioned Person or currently the subject
or target of any Sanctions, (D) has its assets located in a Sanctioned Country, (E) directly, or indirectly, derives
revenues from investments in, or transactions with, Sanctioned Persons or (F) is under administrative, civil or criminal
investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity
regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions by a governmental authority that
enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws. No part of the proceeds of any Term Loans hereunder
will be unlawfully used directly or indirectly to fund any operations in, finance any investments or activities in or make any
payments to, a Sanctioned Person or a Sanctioned Country, or in any other manner that will result in any violation by any Person
(including any Lender, the Arranger or the Administrative Agent) of any Anti-Terrorism Laws, any Anti-Corruption Laws, any
Anti-Money Laundering Laws or any applicable Sanctions.


 






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SECTION 5.21     Absence
of Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event of Default, or (b) which
constitutes, or which with the passage of time or giving of notice or both would constitute, a default or event of default by any Credit
Party under (i) any Material Contract or (ii) any judgment, decree or order to which any Credit Party is a party or by which
any Credit Party or any of its properties may be bound or which would require any Credit Party to make any payment thereunder prior to
the scheduled maturity date therefor that, in any case under this clause (ii), could, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


SECTION 5.22     Disclosure.
Each Credit Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions
to which any Credit Party is subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. No financial statement, material report, material certificate or other material information
furnished (whether in writing or orally) by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with
the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other
information so furnished), taken together as a whole, contains any untrue statement of a material fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected
or estimated information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it
being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or periods
covered by such projections may vary from such projections). As of the Closing Date, all of the information included in any Beneficial
Ownership Certification is true and correct.


 


ARTICLE VI

AFFIRMATIVE COVENANTS


 


Until
all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in full in cash and
the Term Loan Commitments terminated, each Credit Party will, and will cause each of its Subsidiaries (other than the Excluded
Subsidiaries) to:


 


SECTION 6.1       Financial
Statements and Budgets. Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in
accordance with its customary practice):


 






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(a)          Annual
Financial Statements. As soon as practicable and in any event within ninety (90) days after the end of each Fiscal Year (commencing
with the Fiscal Year ending December 31, 2021), an audited Consolidated and unaudited consolidating balance sheet of the Borrower
and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated and unaudited consolidating statements of income, retained
earnings and cash flows including the notes thereto, together with management’s discussion and analysis of such financial statements,
all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year
and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations
of any change in the application of accounting principles and practices during the year. Such annual Consolidated financial statements
shall be audited by an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent,
and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing
standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the
scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with
GAAP (other than any exception, qualification or explanatory paragraph with respect to or resulting from an upcoming maturity date under
this Agreement occurring within one year from the time such opinion is delivered).


 


(b)          Quarterly
Financial Statements. As soon as practicable and in any event within sixty (60) days after the end of the first three fiscal quarters
of each Fiscal Year (commencing with the fiscal quarter ended September 30, 2021, an unaudited Consolidated and consolidating balance
sheet of the Borrower and its Subsidiaries as of the close of such fiscal quarter and unaudited Consolidated and consolidating statements
of income and cash flows for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto,
together with management’s discussion and analysis of such financial statements, all in reasonable detail setting forth in comparative
form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower
in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of
any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of
the Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated
and consolidating basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the respective
periods then ended, subject to normal year-end adjustments and the absence of footnotes.


 


(c)          Annual
Business Plan and Budget. As soon as practicable and in any event within forty-five (45) days after the end of each Fiscal Year
(or, if earlier, 10 Business Days after board approval), a business plan and operating and capital budget of the Borrower and its Subsidiaries
for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis,
the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations
demonstrating projected compliance with the Financial Covenant and a report containing management’s discussion and analysis of such
budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget, accompanied by a certificate from
a Responsible Officer of the Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to
be reasonable at the time of delivery of such budget) of the financial condition and operations of the Borrower and the other Credit Parties
for such period.


 






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SECTION 6.2       Certificates;
Other Reports. Deliver to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance
with its customary practice):


 


(a)          at
each time financial statements are delivered pursuant to Sections 6.1(a) or (b), commencing with the financial statements
for the year ended December 31, 2021, a duly completed Officer’s Compliance Certificate signed by the chief executive officer,
chief financial officer, treasurer or controller of the Borrower, which shall include (i) a list of all Subsidiaries of the Borrower
that identifies each Excluded Subsidiary, attaching the related consolidating financial statements reflecting the adjustments necessary
to eliminate the accounts of Excluded Subsidiaries from the related consolidated financial statements, (ii) a certification as to
whether a Default has occurred and is continuing on such date and, if a Default has occurred and is continuing on such date, specifying
the details thereof and any action taken or proposed to be taken with respect thereto and (iii) beginning with the fiscal quarter
ending December 31, 2021, the Borrower’s reasonably detailed calculations of Excess Cash Flow and the Asset Coverage Ratio;


 


(b)          promptly
after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Credit Party thereof
with any Environmental Law that could reasonably be expected to have a Material Adverse Effect;


 


(c)          promptly
after the same are available, copies of each annual report, proxy statement or financial statement sent to the stockholders of the Borrower,
and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required
to file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and in any case
not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(d)          promptly
upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations (including, without limitation, the PATRIOT Act and the Beneficial
Ownership Regulation), as from time to time reasonably requested by the Administrative Agent or any Lender;


 


(e)            written
notice within five (5) Business Days (i) after notice (A) of the revocation of any approvals of any Agency or (B) changes
to the approved mortgagee or approved servicer status with respect to the origination or servicing of Mortgage Loans by such Credit Party
or (ii) after any Credit Party otherwise ceases to possess any Agency approval, but only if such events could reasonably be expected
to result, individually or in the aggregate, in a Material Adverse Effect; and


 


(f)            such
other information regarding the operations, business affairs and financial condition of any Credit Party or any Subsidiary thereof as
the Administrative Agent or any Lender may reasonably request (which information shall not include any originals or copies of any audit,
lender assessment report, or other internal review of any Credit Party by any Agency).


 


Documents required to be delivered
pursuant to Section 6.1(a) or (b) or Section 6.2(c) (to the extent any such documents are
included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website
on the Internet at the website address listed in Section 11.1; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative
Agent (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request
the delivery or to maintain copies of any of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to
it or maintaining its copies of such documents. Notwithstanding the foregoing, the obligations in Sections 6.1(a) and (b) and
6.2(c) shall be deemed satisfied upon Borrower’s filing or furnishing such financial statements and other information
with the SEC via the EDGAR filing system or any successor electronic delivery procedures, in each case, within the time periods specified
in such paragraphs.


 






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The Borrower represents and
warrants that each of it and its Controlling and Controlled entities, in each case, if any (collectively with the Borrower, the “Relevant
Entities”), either (i) has no SEC registered or unregistered, publicly traded securities outstanding, or (ii) files
its financial statements with the SEC and/or makes its financial statements available to potential holders of its securities, and, accordingly,
the Borrower hereby (i) authorizes the Administrative Agent to make the financial statements to be provided under Sections 6.1(a) and
6.1(b) above, along with the Loan Documents, available to Public-Siders and (ii) agrees that at the time such financial
statements are provided hereunder, they shall already have been made available to holders of any such securities. The Borrower will not
request that any other material be posted to Public-Siders without expressly representing and warranting to the Administrative Agent in
writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that
the Relevant Entities have no outstanding SEC registered or unregistered, publicly traded securities. Notwithstanding anything herein
to the contrary, in no event shall the Borrower request that the Administrative Agent make available to Public-Siders budgets or any certificates,
reports or calculations with respect to the Borrower’s compliance with the covenants contained herein.


 


SECTION 6.3       Notice
of Litigation and Other Matters. Promptly (but in no event later than ten (10) days after any Responsible Officer of any Credit
Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to
the Lenders in accordance with its customary practice):


 


(a)          the
occurrence of any Default or Event of Default;


 


(b)          the
commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any
court or before any arbitrator against or involving any Credit Party or any of its properties, assets or businesses in each case
that could reasonably be expected to result in a Material Adverse Effect;


 


(c)          any
notice of any violation received by any Credit Party from any Governmental Authority including, without limitation, any notice of violation
of Environmental Laws which in any such case could reasonably be expected to have a Material Adverse Effect;


 


(d)          any
event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under
any Material Contract to which any of the Credit Parties is a party or by which any of the Credit Parties or any of their respective properties
may be bound which could reasonably be expected to have a Material Adverse Effect;


 


(e)          (i) any
unfavorable determination letter from the IRS regarding the qualification of an Employee Benefit Plan under Section 401(a) of
the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC’s intent
to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit
Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to
Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or reason to know that any Credit Party or any ERISA Affiliate
has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of
ERISA; and


 






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(f)           any
other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice pursuant to Section 6.3
shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein
and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.3(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.


 


SECTION 6.4       Preservation
of Corporate Existence and Related Matters. Except as permitted by Section 7.4, preserve and maintain its separate corporate
existence or equivalent form and qualify and remain qualified as a foreign corporation or other entity and authorized to do business in
each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.


 


SECTION 6.5       Maintenance
of Property and Licenses.


 


(a)            In
addition to the requirements of any of the Security Documents, protect and preserve all Properties necessary in and material to its business,
including copyrights, patents, trade names, service marks and trademarks; maintain in good working order and condition, ordinary wear
and tear excepted, all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made
all repairs, renewals and replacements thereof and additions to such Property necessary for the conduct of its business, so that the business
carried on in connection therewith may be conducted in a commercially reasonable manner, in each case except as such action or inaction
could not reasonably be expected to result in a Material Adverse Effect.


 


(b)            Maintain,
in full force and effect, each and every license, permit, certification, qualification, approval, right or franchise issued by any Governmental
Authority (each, a “License”) required for each of them to conduct their respective businesses as presently conducted,
except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 6.6       Insurance.
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts
as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security
Documents (including, without limitation, hazard and business interruption insurance). All such insurance shall, (a) provide
that no cancellation or material modification thereof shall be effective until at least 30 days after receipt by the Administrative
Agent of written notice thereof, (b) name the Administrative Agent as an additional insured party thereunder and (c) in
the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee or, if applicable, mortgagee.
On the Closing Date (subject to Section 6.19) and from time to time thereafter deliver to the Administrative Agent upon
its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the
amounts and rates of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.


 


SECTION 6.7       Accounting
Methods and Financial Records. Maintain a system of accounting, and keep proper books, records and accounts (which shall be true and
complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance
with GAAP and in material compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its Properties.


 






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SECTION 6.8       Payment
of Taxes and Other Obligations. Pay and perform (a) all taxes, assessments and other governmental charges that may be levied
or assessed upon it or any of its Property (including in the capacity of a withholding agent) and (b) all other Indebtedness, obligations
and liabilities in accordance with customary trade practices; except, in each case, where (i) (A) the validity or amount thereof
is being contested in good faith by appropriate proceedings and (B) such Credit Party has set aside on its books adequate reserves
with respect thereto in accordance with GAAP or (ii) the failure to so pay or perform could not reasonably be expected to result
in a Material Adverse Effect.


 


SECTION 6.9       Compliance
with Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and effect all Governmental
Approvals, in each case applicable to the conduct of its business except in instances in which (a) (i) such requirement of Applicable
Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted and with respect
to which adequate reserves have been set aside and maintained by the Credit Parties in accordance with GAAP; and (ii) such contest
effectively suspends enforcement of the contested Applicable Laws, or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.


 


SECTION 6.10     Environmental
Laws. In addition to and without limiting the generality of Section 6.9, (a) comply in all material respects with,
and ensure such compliance in all material respects by all tenants and subtenants with all applicable Environmental Laws and obtain and
comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable Environmental Laws, (b) conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws, and promptly comply with
all lawful orders and directives of any Governmental Authority regarding Environmental Laws; provided, however, that neither
a Credit Party nor any of its Subsidiaries shall be required to undertake any cleanup, removal, remedial or other action to the extent
that its obligation to do so is being contested in good faith and by property proceedings and adequate reserves have been set aside and
are being maintained with respect to such circumstances in accordance with GAAP; and provided further that as to clauses (a) and
(b) above, the failure to so comply could not reasonably be expected, either individually or in the aggregate, to have a Material
Adverse Effect, and (c) defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective parents,
Subsidiaries, Affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any
way relating to the presence of Hazardous Materials, or the violation of, noncompliance with or liability under any Environmental Laws
applicable to the operations of the Borrower or any such Subsidiary, or any orders, requirements or demands of Governmental Authorities
related thereto, including, without limitation, reasonable attorney’s and consultant’s fees, investigation and laboratory
fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing directly result from the gross
negligence or willful misconduct of the party seeking indemnification therefor, as determined by a court of competent jurisdiction by
final non-appealable judgment.


 


SECTION 6.11     Compliance
with ERISA. In addition to and without limiting the generality of Section 6.9, (a) except where the failure to
so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply
with applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all
Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably be expected to
result in a liability to the PBGC or to a Multiemployer Plan, (iii) not participate in any prohibited transaction that could
result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that
will not incur any tax liability under Section 4980B of the Code or any liability to any qualified beneficiary as defined in
Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such
additional information about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent.


 






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SECTION 6.12     Material
Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain
each such Material Contract which is material to its business in full force and effect, enforce each such Material Contract in accordance
with its terms, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 6.13     Visits
and Inspections; Appraisals.


 


(a)            Permit
representatives of the Administrative Agent (on behalf of the Lenders), from time to time upon prior reasonable notice and at such times
during normal business hours, all at the expense of the Borrower, to visit and inspect its properties; inspect, audit and make extracts
from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss
with its principal officers, and its independent accountants, its business, assets, liabilities, financial condition, results of operations
and business prospects; provided that excluding any such visits and inspections during the continuation of an Event of Default,
the Administrative Agent (on behalf of the Lenders) shall not exercise such rights more often than one (1) time during any calendar
year at the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default,
the Administrative Agent (on behalf of the Lenders) may do any of the foregoing at the expense of the Borrower at any time at any time
during normal business hours and upon reasonable advance notice.


 


(b)            The
Borrower shall cause an appraiser retained by the Borrower and reasonably acceptable to the Administrative Agent (it being acknowledged
that Prestwick Mortgage Group and MIAC shall be deemed to be reasonably acceptable) to conduct two (2) appraisals of the Servicing
Contracts of the Credit Parties that are included in the Collateral each Fiscal Year, which such first appraisal shall have an “as
of” date no earlier than May 31 of the applicable Fiscal Year and which such second appraisal shall have an “as of”
date no earlier than November 30 of the applicable Fiscal Year, and, in each case, shall be delivered to the Administrative Agent
as soon as available but in no event later than the time that financial statements are required to be delivered pursuant to Section 6.1(a) or
(b), as applicable. The Borrower shall pay the fees and expenses of the Administrative Agent or such professionals with respect
to such appraisal. Without limiting the foregoing, the Credit Parties acknowledge that the Administrative Agent may but shall have no
obligation to except as otherwise instructed by the Required Lenders, in its discretion, undertake additional appraisals at the Credit
Parties’ expense during the continuance of an Event of Default.


 






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SECTION 6.14     Additional
Subsidiaries.


 


(a)            Additional
Subsidiaries. Promptly notify the Administrative Agent of (i) the re-designation of an Excluded Subsidiary as a Subsidiary
Guarantor in accordance with Section 6.14(d) below or (ii) subject to clause (f) of this Section 6.14,
the creation or acquisition (including by division) of any Subsidiary and in any event, unless in the case of any newly acquired or
created Subsidiary, such Subsidiary has been designated as an Excluded Subsidiary in accordance with Section 6.14(d)(i) below,
within thirty (30) days after such re-designation, creation or acquisition (as such time period may be extended by the
Administrative Agent in its sole discretion), cause such Person to (A) become a Subsidiary Guarantor by delivering to the
Administrative Agent a duly executed supplement to the Collateral Agreement or such other document as the Administrative Agent shall
deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the
Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each
applicable Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply
with the terms of each applicable Security Document, (C) deliver to the Administrative Agent such opinions, documents and
certificates referred to in Section 4.1 as may be reasonably requested by the Administrative Agent, (D) if such
Equity Interests are certificated, deliver to the Administrative Agent such original certificated Equity Interests or other
certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (E) deliver to the
Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such
Person (subject to the exceptions in the Collateral Agreement), and (F) deliver to the Administrative Agent such other
documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the
Administrative Agent.


 


(b)            Additional
First-Tier Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary,
and promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time period may be extended by
the Administrative Agent in its sole discretion), cause (i) the applicable Credit Party to deliver to the Administrative Agent Security
Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred percent (100%) of the
non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign
Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to
the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign
Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered
owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in
Section 4.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative
Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such
Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in
form, content and scope reasonably satisfactory to the Administrative Agent.


 


(c)            [Reserved].


 


(d)            Designation
and Re-designation of Excluded Subsidiaries.


 


(i)            At
any time after the Closing Date, the Borrower may designate any Subsidiary (including any existing Subsidiary and any Subsidiary acquired
or formed after the Closing Date) to be an Excluded Subsidiary by providing written notice to the Administrative Agent specifically identifying
the Subsidiary or Subsidiaries subject to such designation; provided that (1) before and immediately after such designation,
no Default or Event of Default shall have occurred and be continuing; (2) before and immediately after giving effect on a Pro Forma
Basis to such designation, the Borrower shall be in compliance with the Financial Covenant; and (3) no Subsidiary that itself or
through any of its Subsidiaries owns, directly or indirectly, any Equity Interests or Indebtedness of, or owns or holds any Lien on any
property of, a Credit Party may at any time be an Excluded Subsidiary.  The designation of any Subsidiary as an Excluded Subsidiary
shall constitute an Investment by a Credit Party therein at the date of designation in an amount equal to the fair market value as determined
by the Borrower in good faith of each applicable Credit Party’s Investment therein.


 






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(ii)            At
any time after the Closing Date, the Borrower may designate or reclassify any Excluded Subsidiary to be a Subsidiary; provided
that (1) before and immediately after such designation, no Default or Event of Default shall have occurred and be continuing and
(2) before and immediately after giving pro forma effect to such designation, the Borrower shall be in compliance with the Financial
Covenant. Upon the redesignation or reclassification of any Excluded Subsidiary (x) all outstanding Indebtedness and Liens (if any)
of such re-designated or reclassified Subsidiary shall be deemed to have been incurred by such Subsidiary on such date of re-designation
or reclassification and (y) all outstanding Investments of such re-designated or reclassified Subsidiary shall be deemed to be an
Investment of a Credit Party as of such date of re-designation or reclassification.


 


(e)            Merger
Subsidiaries. Notwithstanding the foregoing, to the extent any new Subsidiary is created solely for the purpose of consummating a
merger transaction pursuant to a Permitted Acquisition, and such new Subsidiary at no time holds any assets or liabilities other than
any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not
be required to take the actions set forth in Section 6.14(a) or (b), as applicable, until the consummation of
such Permitted Acquisition (at which time, the surviving entity of the respective merger transaction shall be required to so comply with


Section 6.14(a) or (b),
as applicable, within ten (10) Business Days of the consummation of such Permitted Acquisition, as such time period may be extended
by the Administrative Agent in its sole discretion).


 


(f)            Immaterial
Subsidiaries. Notwithstanding the foregoing, solely in the case of any newly created or acquired Subsidiary that has de minimis operations
and assets, (i) the Credit Parties shall not be required to provide the notice required under clause (a) of this Section 6.14
until the earlier of (A) the capitalization of such Subsidiary or (B) the required date of delivery of the financial statements
for the first Fiscal Year or fiscal quarter (as applicable) ended after the date of creation or acquisition of such Subsidiary and (ii) such
Subsidiary shall, to the extent it satisfies all of the requirements of Section 6.14(d)(i) with respect to Excluded Subsidiaries,
be deemed to be an Excluded Subsidiary without further action by the Borrower or any other Credit Party, in each case until such time
as such Subsidiary is re-designated in accordance with Section 6.14(d)(ii).


 


SECTION 6.15     Use
of Proceeds.


 


(a)            The
Borrower shall use the proceeds of the Initial Term Loan to (i) finance a portion of the consideration for the Alliant Acquisition
(ii) consummate the Existing Credit Agreement Refinancing and (iii) pay fees and expenses incurred in connection with the Transactions.


 


(b)            The
Borrower shall use the proceeds of any Incremental Term Loan as permitted pursuant to Section 3.13, as applicable.


 


SECTION 6.16     Maintenance
of Debt Ratings. Use commercially reasonable efforts to maintain Debt Ratings (but not any specific Debt Rating) from both Moody’s
and S&P.


 


SECTION 6.17     Compliance
with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions. The Borrower will (a) maintain
in effect and enforce policies and procedures designed to promote and achieve compliance by the Borrower, its Subsidiaries and their respective
directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws
and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously
received a Beneficial Ownership Certification of any change in the information provided in the Beneficial Ownership Certification that
would result in a change to the list of beneficial owners identified therein, and (c) promptly upon the reasonable request of the
Administrative Agent or any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation
requested by it for purposes of complying with the Beneficial Ownership Regulation.


 






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SECTION 6.18     Further
Assurances.


 


(a)            Execute
any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing
and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative
Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve,
protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien,
all at the expense of the Credit Parties.  The Borrower also agrees to provide to the Administrative Agent, from time to time
upon the reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection
and priority of the Liens created or intended to be created by the Security Documents.


 


(b)            Furnish
to the Administrative Agent at least thirty (30) days’ prior written notice of any change in: (i) any Credit
Party’s name; (ii) the location of any Credit Party’s chief executive office, its principal place of business or
any office in which it maintains books or records relating to Collateral owned by it (it being understood that on or around
January 1, 2022, the Borrower’s chief executive office shall move to 7272 Wisconsin Avenue, Suite 1300 Bethesda, MD
20814 and the Administrative Agent acknowledges that no further notice of this change shall be required); (iii) any Credit
Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Credit Party’s Federal
Taxpayer Identification Number or organizational identification number assigned to it by its state of organization. The Credit
Parties agree that in connection with any change referred to in the preceding sentence to cooperate with the Administrative Agent in
preparing and making all filings under the UCC or otherwise that are required in order for the Administrative Agent to continue at
all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral for its
own benefit and the benefit of the Secured Parties.


 


(c)            Cause
the Secured Obligations to rank at least senior in priority of payment to all Subordinated Indebtedness and be designated as “Senior
Indebtedness” (or the equivalent term) under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness.


 


SECTION 6.19     Post-Closing
Items. Unless waived or the time periods are extended by the Administrative Agent in its sole discretion, execute and deliver the
documents and complete the tasks set forth on Schedule 6.19, in each case within the time limits specified on such Schedule
6.19.


 


ARTICLE VII

NEGATIVE COVENANTS


 


Until
all of the Obligations (other than contingent, indemnification obligations not then due) have been paid and satisfied in full in cash
and the Term Loan Commitments terminated, the Borrower and its Subsidiaries (other than, except with respect to Section 7.16,
Excluded Subsidiaries) will not:


 


SECTION 7.1       Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness except:


 


(a)          the
Obligations;


 


(b)          Indebtedness
and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity
price risks and not for speculative purposes;


 






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(c)          Indebtedness
existing on the Closing Date and listed on Schedule 7.1; and any refinancings, refundings, renewals or extensions thereof; provided
that (i) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension
except by an amount equal to unpaid accrued interest and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the
final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than
that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (iii) any refinancing, refunding,
renewal or extension of subordinated Indebtedness shall be (A) on subordination terms at least as favorable to the Lenders, (B) no
more restrictive on the Credit Parties than the subordinated Indebtedness being refinanced, refunded, renewed or extended and (C) in
an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension;


 


(d)          Indebtedness
incurred in connection with Capital Lease Obligations and purchase money Indebtedness in an aggregate amount not to exceed the greater
of (i) $50,000,000 and (ii) 20.0% of Consolidated Adjusted EBITDA as of the most recent Test Period ended on or immediately
prior to the date of incurrence thereof;


 


(e)          Indebtedness
of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment
permitted pursuant to Section 7.3, to the extent that (i) such Indebtedness was not incurred in connection with, or in
contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Subsidiary
(other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability
or other obligation with respect to such Indebtedness and (iii) the Consolidated Corporate Leverage Ratio shall not exceed 4.00 to
1.00 calculated on a Pro Forma Basis for the Test Period ended on or immediately prior to the date of incurrence thereof;


 


(f)          Guarantees
with respect to Indebtedness of a Credit Party otherwise permitted by this Section 7.1 (other than (i) Non-Recourse Indebtedness
(except to the extent expressly permitted in clause (a) of the definition of “Non-Recourse Indebtedness”) and (ii) Indebtedness
permitted by subsections (j) and (k) of this Section 7.1); provided that any Guarantees of Subordinated Indebtedness
or other Indebtedness that is subordinated to the Obligations and/or the Secured Obligations, as the case may be, shall also be subordinated
to the Obligations and/or the Secured Obligations, as the case may be, on the same basis as the Indebtedness being Guaranteed;


 


(g)          unsecured
intercompany Indebtedness:


 


(i)            owed
by any Credit Party to another Credit Party; and


 


(ii)            owed
by any Credit Party to any Excluded Subsidiary (provided that such Indebtedness shall be subordinated to the Secured Obligations
in a manner reasonably satisfactory to the Administrative Agent);


 


(h)          Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient
funds in the ordinary course of business;


 






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(i)           Indebtedness
under letters of credit, performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to
workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect
of any of the foregoing;


 


(j)           Permitted
Funding Indebtedness and any Permitted Guarantee; provided that no Event of Default shall have occurred and be continuing or would
result from the incurrence thereof at the time any lending commitment or increase therein is obtained (determined as if such commitment
or increase was fully funded at such time);


 


(k)          Guarantees
in the form of WDLLC’s or, as may be applicable, WD Capital’s respective loss sharing agreements with Fannie Mae or similar
loss sharing agreements in favor of third party holders of Mortgage Loans originated or brokered by a Credit Party or an Excluded Subsidiary
under a program or arrangement comparable to the loss sharing arrangements with Fannie Mae;


 


(l)           Subordinated
Indebtedness; provided, that in the case of each incurrence of such Subordinated Indebtedness, (i) the Borrower would be
in compliance with the Financial Covenant on a Pro Forma Basis immediately after giving effect to the issuance of any such
Subordinated Indebtedness, (ii) no Event of Default shall have occurred and be continuing or would result from the incurrence
of such Subordinated Indebtedness, (iii) such Subordinated Indebtedness is not subject to any scheduled amortization, mandatory
redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and
customary offers to repurchase upon a change of control or asset sale and acceleration rights after an event of default) or have a
final maturity date, in either case prior to the date occurring one year following the Term Loan Maturity Date and, if applicable,
one year after the latest maturity date of any then outstanding Incremental Term Loan, (iv) the indenture or other applicable
agreement governing such Subordinated Indebtedness (including any related guaranties and any other related documentation) shall not
include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although
 “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final
stated maturity thereof and cross-acceleration), (v) the terms of such Subordinated Indebtedness (including, without
limitation, all covenants, defaults, guaranties and remedies, but excluding as to interest rate, call protection and redemption
premiums), taken as a whole, are no more restrictive or onerous than the terms applicable to the Credit Parties under this Agreement
and the other Loan Documents, (vi) such Subordinated Indebtedness shall not be recourse or guaranteed by any Person that is not
a Credit Party and (vii) prior to the incurrence of such Subordinated Indebtedness the Borrower shall have delivered to the
Administrative Agent a certificate from a Responsible Officer of the Borrower certifying as to compliance with the requirements of
the preceding clauses (i) through (vi) above and containing calculations, in form and substance satisfactory to the
Administrative Agent with respect to clause (i) above;


 


(m)         unsecured
contingent liabilities in respect of customary arrangements providing for indemnification, adjustment of purchase price, earn-outs, non-compete,
consulting, deferred compensation and similar obligations of any Credit Party incurred in connection with Permitted Acquisitions and other
Investments permitted hereby;


 






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(n)          unsecured
Indebtedness of any Credit Party; provided that (i) no Event of Default shall have occurred and be continuing or would result
from the incurrence thereof at the time any lending commitment or increase therein is obtained (determined as if such commitment or increase
was fully funded at such time), (ii) the Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis at the
time any lending commitment or increase therein is obtained (determined as if such commitment or increase was fully funded at such time),
(iii) the Consolidated Corporate Leverage Ratio shall not exceed 4.00 to 1.00 calculated on a Pro Forma Basis after giving effect
to any such lending commitment (determined as if such commitment was fully funded at such time) and determined as of the most recent Test
Period ended prior to the date such lending commitment is obtained, (iv) such Indebtedness does not mature, require any scheduled
payment of principal, require any mandatory payment, redemption or repurchase prior to the date that is 91 days after the latest of the
maturity dates of all Term Loans or Term Loan Commitments in effect at the time of issuance of such Indebtedness (other than a customary
mandatory prepayment or mandatory offer to repurchase in connection with a change of control or asset sale that requires the prior payment
in full of, and termination of all commitments with respect to, the Obligations as a condition to such mandatory prepayment or mandatory
offer to repurchase); provided that (x) any Indebtedness that automatically converts to, or is exchangeable into, notes or
other Indebtedness that meet this clause (iv) shall be deemed to satisfy this condition so long as the Borrower or applicable Credit
Party irrevocably agrees at the time of the issuance thereof to take all actions necessary to convert or exchange such Indebtedness),
(v) such Indebtedness shall not include any financial performance “maintenance” covenants (whether stated as a covenant,
default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-payment
defaults and cross-defaults at the final stated maturity thereof and cross-acceleration), (vi) the terms of such Indebtedness (including,
without limitation, all covenants, defaults, guaranties and remedies, but excluding as to interest rate, call protection and redemption
premiums), taken as a whole, are no more restrictive or onerous than the terms applicable to the Credit Parties under this Agreement and
the other Loan Documents, (vii) such Indebtedness shall not be recourse or guaranteed by any Person that is not a Credit Party, and
(viii) prior to the incurrence of such Indebtedness the Borrower shall have delivered to the Administrative Agent a certificate from
a Responsible Officer of the Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vii) above
and containing calculations, in form and substance satisfactory to the Administrative Agent with respect to clauses (ii) and (iii) above;


 


(o)          unsecured
Indebtedness owing to any insurance company in the ordinary course of business in connection with the financing of any insurance premiums
permitted by such insurance company;


 


(p)         Securitization
Transaction Attributed Indebtedness; and


 


(q)          Indebtedness
of any Credit Party not otherwise permitted pursuant to this Section 7.1 in an aggregate principal amount not to exceed the
greater of (i) $100,000,000 and (ii) 40.0% of Consolidated Adjusted EBITDA as of the most recent Test Period ended on or immediately
prior to the date of incurrence thereof; provided that no Event of Default shall have occurred and be continuing or would result
from the incurrence thereof.


 


SECTION 7.2       Liens.
Create, incur, assume or suffer to exist, any Lien on or with respect to any of its Property, whether now owned or hereafter acquired,
except:


 


(a)          Liens
created pursuant to the Loan Documents;


 


(b)          Liens
in existence on the Closing Date and described on Schedule 7.2, and the replacement, renewal or extension thereof (including Liens
incurred, assumed or suffered to exist in connection with any refinancing, refunding, renewal or extension of Indebtedness pursuant to
Section 7.1(c) (solely to the extent that such Liens were in existence on the Closing Date and described on Schedule
7.2)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property
or type of asset, as applicable, beyond that in existence on the Closing Date, except for products and proceeds of the foregoing;


 






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(c)          Liens
for taxes, assessments and other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA
or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed ninety (90) days), if any, related thereto
has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained
to the extent required by GAAP and the failure to make payment pending such contest could not reasonably be expected to result in a Material
Adverse Effect;


 


(d)          the
claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or rentals incurred in
the ordinary course of business, which (i) are not overdue for a period of more than thirty (30) days, or if more than thirty (30)
days overdue, no action has been taken to enforce such Liens and such Liens are being contested in good faith and by appropriate proceedings
if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially
impair the operation of the business of the Borrower or any of the other Credit Parties;


 


(e)          deposits
or pledges made in the ordinary course of business in connection with, or to secure payment of, letters of credit, obligations under workers’
compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids,
trade contracts and leases (other than Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation),
performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure
sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof;


 


(f)           encumbrances
in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate
are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use thereof in the
ordinary conduct of business;


 


(g)          Liens
arising from the filing of precautionary UCC financing statements relating solely to personal property leased pursuant to operating leases
entered into in the ordinary course of business of the Credit Parties;


 


(h)          Liens
securing Indebtedness permitted under Section 7.1(d); provided that (i) such Liens shall be created substantially
simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not
at any time encumber any property other than the Property financed by such Indebtedness, and (iii) the principal amount of Indebtedness
secured by any such Lien shall at no time exceed one hundred percent (100%) of the original price for the purchase, repair improvement
or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable);


 


(i)           Liens
securing judgments for the payment of money not constituting an Event of Default under Section 9.1(m) or securing appeal
or other surety bonds relating to such judgments;


 






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(j)           (i) Liens
on Property (i) of any Subsidiary which are in existence at the time that such Subsidiary is acquired pursuant to a Permitted Acquisition
and (ii) of the Borrower or any of its Subsidiaries existing at the time such tangible property or tangible assets are purchased
or otherwise acquired by the Borrower or such Subsidiary thereof pursuant to a transaction permitted pursuant to this Agreement; provided
that, with respect to each of the foregoing clauses (i) and (ii), (A) such Liens are not incurred in connection with, or
in anticipation of, such Permitted Acquisition, purchase or other acquisition, (B) such Liens are applicable only to specific Property,
(C) such Liens are not “blanket” or all asset Liens, (D) such Liens do not attach to any other Property of the Borrower
or any of its Subsidiaries and (E) the Indebtedness secured by such Liens is permitted under Section 7.1(e) of this
Agreement);


 


(k)          (i) Liens
of a collecting bank arising in the ordinary course of business under Section 4-210 of the Uniform Commercial Code in effect in the
relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of set-off
and recoupment with respect to any deposit account of a Credit Party;


 


(l)           (i) contractual
or statutory Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord,
and (ii) contractual Liens of suppliers (including sellers of goods) or customers granted in the ordinary course of business to the
extent limited to the property or assets relating to such contract;


 


(m)         any
interest or title of a licensor, sublicensor, lessor or sublessor with respect to any assets under any license or lease agreement entered
into in the ordinary course of business which do not (i) interfere in any material respect with the business of the Borrower or the
other Credit Parties or materially detract from the value of the relevant assets of the Borrower or the other Credit Parties or (ii) secure
any Indebtedness;


 


(n)          Liens
on Permitted Funding Collateral securing Permitted Funding Indebtedness permitted pursuant to Section 7.1(j);


 


(o)          without
limiting the Agency Security Interests, Liens in favor of an Agency (or a custodian on behalf of such Agency) under the Agency Agreements;


 


(p)          Liens
on the Equity Interests issued by an Excluded Subsidiary to secure any Permitted Guarantee with respect to Indebtedness of such Excluded
Subsidiary;


 


(q)          Liens
on the Securitization Assets purported to be sold to a Securitization Entity in a Qualified Securitization Transaction or securing Securitization
Transaction Attributed Indebtedness; and


 


(r)           Liens
not otherwise permitted hereunder securing Indebtedness or other obligations in an aggregate principal amount not to exceed the greater
of (x) $100,000,000 and (y) 40.0% of Consolidated Adjusted EBITDA as of the most recent Test Period ended on or immediately
prior to the date of incurrence thereof at any time outstanding.


 


SECTION 7.3       Investments.
Purchase, own, invest in or otherwise acquire (in one transaction or a series of transactions), directly or indirectly, any Equity Interests,
interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence
of Indebtedness or other obligation or security, substantially all or a portion (consisting of a division, business line or unit) of the
business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist,
directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person
(all the foregoing, “Investments”) except:






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(a)          (i) Investments
existing on the Closing Date in Subsidiaries existing on the Closing Date;


 


(ii)          Investments
existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and described on Schedule 7.3;


 


(iii)         Investments
made after the Closing Date by any Credit Party in any other Credit Party; and


 


(iv)         Investments
made by any Credit Party in and to one or more of a Credit Party’s Subsidiaries which are not Credit Parties in an aggregate principal
amount at any time outstanding not to exceed, together with the aggregate consideration paid for Permitted Acquisitions of Persons
who do not become Credit Parties, the greater of (x) $125,000,000 and (y) 50.0% of Consolidated Adjusted EBITDA as of the most
recent Test Period ended on or immediately prior to the date of such Investment; provided that (A) no Event of Default has
occurred and is continuing or would result therefrom and (B) the Borrower would be in compliance with the Financial Covenant on a
Pro Forma Basis after giving effect to such Investment.


 


(b)          Investments
in the ordinary course of business in cash, Cash Equivalents and self-funded Mortgage Loans that are not subject to any Liens (other than
Liens under the Loan Documents) or any restriction on the creation, incurrence, assumption or existence of Liens thereon;


 


(c)          Investments
by the Borrower or any other Credit Party consisting of Capital Expenditures not otherwise prohibited by this Agreement;


 


(d)          deposits
made in the ordinary course of business to secure the performance of leases or other obligations as permitted by Section 7.2;


 


(e)          Hedge
Agreements permitted pursuant to Section 7.1;


 


(f)           purchases
of assets in the ordinary course of business;


 


(g)          Investments
by the Borrower or any Credit Party in the form of Permitted Acquisitions;


 


(h)          Investments
in the form of loans and advances to officers, directors and employees (1) in the ordinary course of business in an aggregate amount
not to exceed at any time outstanding $7,500,000 (determined without regard to any write-downs or write-offs of such loans or advances),
and (2) in connection with the recruitment and engagement of such officers, directors and employees that are forgivable subject to
continued employment;


 


(i)           Investments
in the form of Restricted Payments permitted pursuant to Section 7.6;


 


(j)           Guarantees
permitted pursuant to Section 7.1;


 


(k)          Investments
in an aggregate amount at any time outstanding not to exceed the Available Amount; provided that immediately prior to and immediately
after giving effect on a Pro Forma Basis to such Investment and any Indebtedness incurred in connection therewith, (A) the Borrower
shall be in compliance on a Pro Forma Basis with the Financial Covenant and (B) no Event of Default shall have occurred and be continuing;


 






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(l)           additional
Investments so long as immediately prior to and after giving effect on a Pro Forma Basis to such Investment and any Indebtedness incurred
in connection therewith, (i) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant, (ii) no Event
of Default shall have occurred and be continuing, and (iii) the Consolidated Secured Leverage Ratio will not exceed 3.00 to 1.00
calculated on a Pro Forma Basis and determined as of the most recent Test Period ended on or prior to the date of such Investment;


 


(m)         so
long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower would be in compliance
with the Financial Covenant on a Pro Forma Basis after giving effect to such Investment, any Investments in or by a Securitization Entity
in connection with a Qualified Securitization Transaction; and


 


(n)          Investments
not otherwise permitted pursuant to this Section 7.3 in an aggregate amount at any time outstanding not to exceed the greater
of (i) $50,000,000 and (ii) 20.0% of Consolidated Adjusted EBITDA as of the most recent Test Period ended on or immediately
prior to the date of such Investment.


 


For purposes of determining
the amount of any Investment outstanding for purposes of this Section 7.3, such amount shall be deemed to be the amount of
such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment)
less any amount realized in respect of such Investment upon the sale, collection or return of capital (not to exceed the original
amount invested).


 


SECTION 7.4       Fundamental
Changes. Merge, consolidate or enter into any similar combination with, or enter into any Asset Disposition of all or substantially
all of its assets (whether in a single transaction or a series of transactions) with, any other Person or liquidate, wind-up or dissolve
itself (or suffer any liquidation or dissolution) except:


 


(a)          (i) any
Wholly-Owned Subsidiary of the Borrower may be merged, amalgamated or consolidated with or into the Borrower (provided that the
Borrower shall be the continuing or surviving entity) or (ii) any Subsidiary of the Borrower may be merged, amalgamated or consolidated
with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be the continuing or surviving entity or simultaneously
with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor and the Borrower shall comply with Section 6.14
in connection therewith);


 


(b)          any
Subsidiary may dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution, winding up or otherwise) to
the Borrower or any Subsidiary Guarantor; provided that, with respect to any such disposition by any Subsidiary that is not a Credit
Party at the time of such disposition, the consideration for such disposition shall not exceed the fair value of such assets;


 


(c)          any
Subsidiary of the Borrower may merge with or into the Person such Subsidiary was formed to acquire in connection with any acquisition
permitted hereunder (including, without limitation, any Permitted Acquisition permitted pursuant to Section 7.3(g)); provided
that the continuing or surviving entity shall comply with Section 6.14 in connection therewith;


 






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(d)            any
Person may merge into the Borrower or any of its Wholly-Owned Subsidiaries in connection with a Permitted Acquisition permitted pursuant
to Section 7.3(g); provided that (i) in the case of a merger involving the Borrower or a Subsidiary Guarantor,
the continuing or surviving Person shall be (A) the Borrower (if a merger with the Borrower) or (B) such Subsidiary Guarantor
or simultaneously with such transaction, the continuing or surviving entity shall become a Subsidiary Guarantor (if a merger with a Subsidiary
Guarantor and not involving the Borrower) and (ii) the continuing or surviving Person shall be the Borrower or a Wholly-Owned Subsidiary
of the Borrower; and


 


(e)            Asset
Dispositions permitted by Section 7.5 (other than clause (e) thereof).


 


SECTION 7.5     Asset
Dispositions. Make any Asset Disposition except:


 


(a)            the
sale of obsolete, worn-out or surplus assets no longer used or usable in the business of the Credit Parties;


 


(b)            non-exclusive
licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate,
in any material respect with the conduct of the business of the Credit Parties;


 


(c)            leases,
subleases, licenses or sublicenses of real or personal property granted by the Credit Parties to others in the ordinary course of business
not detracting from the value of such real or personal property or interfering in any material respect with the business of the Credit
Parties;


 


(d)            Asset
Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of Section 2.4(b) are
complied with in connection therewith;


 


(e)            Assets
Dispositions in connection with transactions permitted by Section 7.4;


 


(f)            Asset
Dispositions of Mortgage Loans in the ordinary course of business and substantially consistent with past practice;


 


(g)            Asset
Dispositions in the form of a foreclosure by any Credit Party of the Lien securing any Mortgage Loan or the granting of a deed in lieu
of such foreclosure (including any subsequent sale of the underlying property) in the ordinary course of business;


 


(h)            Asset
Dispositions in the form of the sale of all or any portion of the servicing rights arising under Servicing Contracts for Mortgage Loans
being originated after the Closing Date in a manner consistent with any Credit Party’s ordinary operating practices so long as
(i) after giving effect to such Asset Disposition and any optional prepayment of the Term Loans pursuant to Section 2.4
the Asset Coverage Ratio shall not be less than 1.50 to 1.00 on a Pro Forma Basis, (ii) before and immediately after giving
effect to any such sale no Event of Default shall have occurred and be continuing, (iii)(A) prior to any such sale, the applicable
Agency or Investor, as the case may be, shall have delivered to the applicable Credit Party a written consent thereto (it being understood
and agreed that such consent may be granted or withheld by such Agency or Investor, as applicable, in its sole discretion) and (B) such
sale shall be effected in strict compliance with the applicable Agency Agreements or Investor Agreements, including, without limitation,
the applicable Guides (as such term is defined in the Collateral Agreement) and (iv) such sale shall be entirely in cash and for
fair market value (as determined by the Borrower in good faith);


 






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(i)            [Reserved];


 


(j)            Asset
Dispositions not otherwise permitted pursuant to this Section 7.5; provided that (i) at the time of such Asset
Disposition, no Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for
fair market value and the consideration received shall be no less than seventy five percent (75%) in cash, (iii) after giving effect
to such Asset Disposition and the required prepayment of the Term Loans pursuant to this clause (j), the Credit Parties shall be in compliance
with the Financial Covenant on a Pro Forma Basis and (iv) the Net Cash Proceeds (if any) of such Asset Disposition shall be applied
to prepay the Term Loans (or be reinvested) in accordance with Section 2.4(b); and


 


(k)            so
long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower would be in
compliance with the Financial Covenant on a Pro Forma Basis after giving effect to such Asset Disposition, Asset Dispositions to a Securitization
Entity of assets in Qualified Securitization Transactions so long as the Credit Parties after remain in compliance with the Asset Coverage
Ratio set forth in Section 7.14 on a Pro Forma Basis.


 


SECTION 7.6     Restricted
Payments. Declare or pay any dividend on, or make any payment or other distribution on account of, or purchase, redeem, retire or
otherwise acquire (directly or indirectly), or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement
or other acquisition of, any class of Equity Interests of any Credit Party or any Subsidiary thereof (other than an Excluded Subsidiary),
or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary
thereof (other than an Excluded Subsidiary) (all of the foregoing, the “Restricted Payments”); provided that:


 


(a)            so
long as no Event of Default has occurred and is continuing or would result therefrom, the Credit Parties may pay dividends in shares
of their own Qualified Equity Interests;


 


(b)            any
Subsidiary of the Borrower may pay cash dividends to the Borrower or any Subsidiary Guarantor (and, if applicable, to other holders of
its outstanding Qualified Equity Interests on a pro rata basis);


 


(c)            the
Borrower may repurchase or redeem its Equity Interests (x) in connection with the “cashless” exercise of stock options
or restricted stock awards solely to the extent that such Equity Interests represent all or a portion of the exercise price thereof,
(y) that are deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers or employees
of the Borrower or any Subsidiary under any stock option plan or other benefit plan or agreement for directors, officers and employees
of the Borrower and its Subsidiaries to cover withholding tax obligations of such Persons in respect of such issuance, or (z) in
accordance with the Borrower’s rights or obligations under customary equity incentive plans or agreements for directors, officers
and employees of the Borrower and its Subsidiaries in an aggregate amount with respect to this clause (z) not exceeding $20,000,000
per Fiscal Year;


 





(d)            the
Borrower may make additional Restricted Payments in an amount not to exceed the Available Amount; provided that immediately prior
to and immediately after giving effect on a Pro Forma Basis to such Restricted Payment and any Indebtedness incurred in connection therewith,
(A) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant, and (B) no Event of Default has occurred
and is continuing;


 






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(e)            the
Borrower may make additional Restricted Payments; provided that immediately prior to and immediately after giving effect on a
Pro Forma Basis to such Restricted Payment and any Indebtedness incurred in connection therewith, (i) the Borrower shall be in compliance
on a Pro Forma Basis with the Financial Covenant, (ii) no Event of Default shall have occurred and be continuing, and (iii) the
Consolidated Secured Leverage Ratio will not exceed 1.75 to 1.00 calculated on a Pro Forma Basis and determined as of the most recent
Test Period ended on or prior to the date of such Restricted Payment;


 


(f)            the
Borrower may make additional Restricted Payments in an amount not to exceed $75,000,000 in any Fiscal Year, which amount shall be prorated
(on the basis of a 360-day year) for the Fiscal Year in which the Closing Date occurs; provided that (i) immediately prior
to and immediately after giving effect on a Pro Forma Basis to such Restricted Payment and any Indebtedness incurred in connection therewith,
(A) the Borrower shall be in compliance with the Financial Covenant, and (B) no Event of Default has occurred and is continuing;
and


 


(g)            the
Borrower may make additional Restricted Payments in an amount not to exceed, together with all payments and prepayments of Junior
Indebtedness made pursuant to Section 7.9(b)(vi), the greater of (x) $50,000,000 and (y) and 20.0% of Consolidated
Adjusted EBITDA for the most recently ended Test Period; provided that immediately prior to and immediately after giving effect
on a Pro Forma Basis to such Restricted Payment and any Indebtedness incurred in connection therewith, no Event of Default has occurred
and is continuing.


 


SECTION 7.7     Transactions
with Affiliates. Directly or indirectly enter into any transaction, including, without limitation, any purchase, sale, lease or exchange
of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director,
holder of any Equity Interests in, or other Affiliate of, the Borrower or any other Credit Party or (b) any Affiliate of any such
officer, director or holder, other than:


 


(i)            transactions
permitted by Sections 7.1, 7.3, 7.4, 7.5, 7.6 and 7.13;


 


(ii)            transactions
existing on the Closing Date and described on Schedule 7.7;


 





(iii)            transactions
among Credit Parties;


 


(iv)            other
transactions in the ordinary course of business (including servicing and corporate management transactions) on terms not less favorable
to such Credit Party as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party;


 


(v)            employment
and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers
and employees in the ordinary course of business; and


 





(vi)            payment
of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of any
Credit Party in the ordinary course of business to the extent attributable to the ownership or operation of such Credit Party.


 


SECTION 7.8     Accounting
Changes; Organizational Documents.


 


(a)            Change
its Fiscal Year end, or make (without the consent of the Administrative Agent) any material change in its accounting treatment and reporting
practices except as required by GAAP.


 






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(b)            Amend,
modify or change its articles of incorporation (or corporate charter or other similar organizational documents) or amend, modify or change
its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Lenders.


 


SECTION 7.9     Payments
and Modifications of Junior Indebtedness.


 


(a)            Amend,
modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or provisions of any Junior
Indebtedness in any respect which would materially and adversely affect the rights or interests of the Administrative Agent and Lenders
hereunder or would violate the subordination terms thereof.


 


(b)            Cancel,
forgive, make any payment or prepayment on, or redeem or acquire for value (including, without limitation, (x) by way of depositing
with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity
thereof) any Junior Indebtedness, except:


 


(i)            refinancings,
refundings, renewals, extensions or exchange of any Junior Indebtedness permitted by Section 7.1(c), (g)(ii), (l),
(n) or (q) and by any subordination provisions applicable thereto;


 


(ii)            payments
and prepayments of any Junior Indebtedness made solely with the proceeds of Qualified Equity Interests and other Junior Indebtedness
that has a Weighted Average Life to Maturity no shorter than the Junior Indebtedness being repaid;


 


(iii)            the
payment of interest, expenses and indemnities in respect of Junior Indebtedness incurred under Section 7.1(c), (g)(ii),
(l), (n) or (q) (other than any such payments prohibited by any subordination provisions applicable thereto);


 


(iv)            payments
and prepayments of any Junior Indebtedness in an amount not to exceed the Available Amount; provided that (A) immediately
prior to and immediately after giving effect on a Pro Forma Basis to such payment or prepayment of Junior Indebtedness and any Indebtedness
incurred in connection therewith, (1) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Covenant, and
(2) no Event of Default has occurred and is continuing;


 





(v)            payments
and prepayments of any Junior Indebtedness; provided that immediately prior to and immediately after giving effect on a Pro Forma
Basis to such payment or prepayment of Junior


Indebtedness and any Indebtedness incurred
in connection therewith, (i) no Event of Default shall have occurred and be continuing, (ii) the Borrower shall be in compliance
on a Pro Forma Basis with the Financial Covenant, and (iii) the Consolidated Secured Leverage Ratio will not exceed 1.75 to 1.00
calculated on a Pro Forma Basis and determined as of the most recent Test Period ended on or prior to the date of such payment or prepayment
of Junior Indebtedness; and


 





(vi)            the
Borrower may make additional payment or prepayment of any Junior Indebtedness in an amount not to exceed, together with all Restricted
Payments made pursuant to Section 7.6(g), the greater of (x) $50,000,000 and (y) and 20.0% of Consolidated Adjusted
EBITDA for the most recently ended Test Period; provided that immediately prior to and immediately after giving effect on a Pro
Forma Basis to such payment or prepayment and any Indebtedness incurred in connection therewith, no Event of Default has occurred and
is continuing.


 






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SECTION 7.10     No
Further Negative Pledges; Restrictive Agreements.


 


(a)            Enter
into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties
or assets (excluding the Equity Interests issued by any Excluded Subsidiary that are held by a Credit Party) to secure the Secured Obligations,
whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other
obligation, except (i) pursuant to this Agreement and the other Loan Documents, (ii) pursuant to any document or instrument
governing Indebtedness incurred pursuant to Section 7.1(d) (provided that any such restriction contained therein
relates only to the asset or assets financed thereby), (iii) customary restrictions contained in the organizational documents of
any Excluded Subsidiary as of the Closing Date and (iv) customary restrictions in connection with any Permitted Lien or any document
or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or
assets subject to such Permitted Lien).


 


(b)            Create
or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party
to (i) pay dividends or make any other distributions to any Credit Party on its Equity Interests or with respect to any other interest
or participation in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make
loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by reason of (A) this
Agreement and the other Loan Documents, (B) Permitted Funding Indebtedness and (C) Applicable Law.


 


(c)            Create
or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Credit Party
to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to
the Loan Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except in each case for such encumbrances
or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any
document or instrument governing Indebtedness incurred pursuant to Section 7.1(d) (provided that any such restriction
contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien or any document
or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or
assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such Subsidiary first becomes
a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary,
(F) customary restrictions contained in an agreement related to the sale of Property (to the extent such sale is permitted pursuant
to Section 7.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions
in leases, subleases, licenses and sublicenses or asset sale agreements otherwise permitted by this Agreement so long as such restrictions
relate only to the assets subject thereto, (H) customary restrictions in any documentation governing any Permitted Funding Indebtedness
or Material Contract restricting any sale, assignment, lease, conveyance, transfer or other disposition of all or any substantial part
of a Credit Party’s business which would not prevent the granting of the Liens on the Collateral as contemplated by the Loan Documents,
and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business.


  


SECTION 7.11     Nature
of Business. Engage in any business other than the business conducted by the Borrower and the other Credit Parties as of the Closing
Date and business activities reasonably related or ancillary thereto.


 






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SECTION 7.12     Amendments
of Material Contracts. Amend, modify, waive or supplement (or permit modification, amendment, waiver or supplement of) any of the
terms or provisions any Material Contract, in any respect which (a) would materially and adversely affect the rights or interests
of the Administrative Agent and the Lenders hereunder or (b) could reasonably be expected to have a Material Adverse Effect. Without
limiting the generality of the foregoing, subject to the provisions of Section 8.4, (i) nothing in this Agreement or
any other Loan Document will prohibit or otherwise limit WDLLC or WD Capital from amending, restating, supplementing, modifying or waiving
any default by an underlying obligor or related to the servicing of an underlying Mortgage Loan pursuant to any Agency Agreement if such
prohibition or limitation could have a material adverse effect on the performance by WDLLC or WD Capital of any of its duties or obligations
with respect to servicing of Mortgage Loans thereunder; and (ii) no provision of this Agreement or any other Loan Document will
prohibit or otherwise limit WDLLC or WD Capital from consenting to or otherwise effecting or implementing any amendment, restatement,
supplement or other modification to or of any applicable Agency Agreement required or requested by the subject Agency or consistent with
modifications generally applicable to the subject Agency Agreements or to a seller/servicer thereunder, if such amendment, restatement
supplement or other modification is required or requested by the applicable Agency; provided however, the foregoing shall not
be deemed to or construed to modify, amend or limit the provisions of any of the Agency Consents.


 


SECTION 7.13     [Reserved].


 


SECTION 7.14     Financial
Covenant – Asset Coverage Ratio. Beginning with the fiscal quarter ended December 31, 2021, permit the Asset Coverage
Ratio as of the last day of any Test Period to be less than 1.50 to 1.00.


 


SECTION 7.15     Voting
Agreements. Enter into any agreement or other arrangement that would provide any shareholder or group of shareholders owning fifty
percent (50%) or less of the Equity Interests of the Borrower the ability to veto, control or otherwise direct the general corporate
management or other fundamental actions of the Borrower in any manner that is adverse to the rights and interests of the Administrative
Agent or the Lenders.


 


SECTION 7.16     Special
Covenant Regarding Excluded Subsidiaries. No Excluded Subsidiary shall (i) engage in any transaction with any Affiliate of the
Borrower (other than a Credit Party or another Excluded Subsidiary) that would not be permitted by Section 7.7 if such Excluded
Subsidiary were a Credit Party or (ii) or purchase, redeem, retire or otherwise acquire (directly or indirectly) any Equity Interests
of the Borrower.


 


ARTICLE VIII

SPECIAL PROVISIONS REGARDING AGENCY MATTERS


 


To induce the Administrative
Agent and Lenders to enter into this Agreement and to induce the Lenders to make the Term Loans, the Credit Parties hereby (x) represent
and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder
to the following and (y) agree that until all of the Obligations (other than contingent, indemnification obligations not then due)
have been paid and satisfied in full in cash and the Term Loan Commitments terminated it shall cause the following to occur:





 


SECTION 8.1     Special
Representations, Warranties and Covenants Concerning Eligibility as Seller/Issuer and Service of Mortgage Loans. To the extent
required in the conduct of its business each Credit Party is approved, qualified and in good standing as a lender, seller/servicer
or issuer, as set forth below, and meets and shall meet all requirements applicable to: (i) its status as a Fannie Mae-approved
seller/servicer of Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage Loans to be sold to Fannie Mae
under any Fannie Mae Program; (ii) its status as a Freddie Mac Program Plus seller/servicer of Mortgage Loans, eligible to
originate, purchase, hold, sell and service Mortgage Loans to be sold to Freddie Mac under any Freddie Mac Program; (iii) its
status as a Ginnie Mae-approved issuer/servicer of Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage
Loans, to be guaranteed by Ginnie Mae under any Ginnie Mae Program; (iv) its status as a FHA/HUD approved mortgagee and HUD MAP
Lender with respect to Mortgage Loans under any FHA/HUD Program; and (v) its status as an approved seller/issuer/servicer of
Mortgage Loans to be sold to or guaranteed by any other Investor pursuant to any program established under any Investor Agreement
which is a Material Contract, as applicable.


 






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SECTION 8.2     Special
Representations, Warranties and Covenants Concerning Agency Agreements. Without limiting the provisions of Sections 5.12 and
6.12, no Credit Party is or will be in breach or in default in any material respect of, or under, any of the Fannie Mae Agreements,
the Freddie Mac Agreements, the Ginnie Mae Agreements, the FHA/HUD Agreements, and/or any Investor Agreement which is a Material Contract,
including, without limitation, as further provided in the Collateral Agreement.


 


(a)            Without
limiting the provisions of Section 6.12, each Credit Party shall perform and observe all the respective terms and provisions
of each of the Fannie Mae Agreements, the Freddie Mac Agreements, the Ginnie Mae Agreements, the FHA/HUD Agreements, and any other Investor
Agreement which is a Material Contract to be performed or observed by it in all material respects, and maintain each such Material Contract,
including, without limitation, as further provided in each Collateral Agreement.


 


SECTION 8.3     Special
Representation, Warranty and Covenant with respect to Fannie Mae Program Reserve Requirements.


 


(a)            Each
Credit Party will have met the Fannie Mae Program requirements for lender reserves for each Fannie Mae Mortgage Loan originated by it,
at such time as required by Fannie Mae under any Fannie Mae Program.


 


(b)            Upon
the occurrence and during the continuance of any Default or Event of Default, any and all reserves relating to Fannie Mae Program requirements
for lender reserves returned or to be returned to any Credit Party, shall be applied to repayment of the Obligations in accordance with
Section 9.4.


 


Nothing in this Agreement
will limit (i) Fannie Mae’s rights to set reserve and capital requirements of any Credit Party, under the Fannie Mae Agreements
and applicable Fannie Mae Guides or (ii) any Credit Party’s obligation to comply with such reserve and capital requirements.
The foregoing provisions of this Section 8.3 are in addition to, and not in limitation of, the provisions of Section 8.2
and/or the provisions of the Collateral Agreement.


 


SECTION 8.4     Special
Provisions Regarding Agency Collateral. With respect to the Pledged Equity Interests in WDLLC and WD Capital and the respective Agency
Security Interests granted to Administrative Agent (for the benefit of Lenders) in the respective Agency Collateral relating to the respective
Agency Designated Loans under the Collateral Agreement, each of Credit Parties, Administrative Agent and Lenders expressly acknowledge
and agree as follows:


 


(a)            Fannie
Mae Collateral.


 


(i)            The
provisions of the Collateral Agreement, respecting the Pledged Equity Interest in WDLLC and WD Capital and the Fannie Mae Collateral,
as set forth in Section 8.01 of the Collateral Agreement, are specifically incorporated herein by reference, including, without
limitation, with respect to the terms, conditions, notice requirements, limitations, and agreements with respect to the Fannie Mae Security
Interests granted to Administrative Agent (for the benefit of Lenders) in the Fannie Mae Collateral relating to the Fannie Mae Designated
Loans under the Collateral Agreement; and


 






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(ii)            In
providing its Agency Consent, Fannie Mae is relying fully, and such Agency Consent is conditioned, upon the terms and conditions of this
Section 8.4(a), Section 7.12, Section 9.7, the final paragraph of Section 11.1(a), the
final paragraph of Section 11.2, and Section 11.25 hereof, and Section 8.01 of the Collateral Agreement.


 


(b)            Freddie
Mac Collateral.


 


(i)            The
provisions of the Collateral Agreement, respecting the Pledged Equity Interest in WDLLC and WD Capital and the Freddie Mac Collateral,
as set forth in Section 8.02 of the Collateral Agreement, are specifically incorporated herein by reference, including, without
limitation, with respect to the terms, conditions, notice requirements, limitations, and agreements with respect to the Freddie Mac Security
Interests granted to Administrative Agent (for the benefit of Lenders) in the Freddie Mac Collateral relating to the Freddie Mac Designated
Loans under the Collateral Agreement; and


 


(ii)            In
providing its Agency Consent, Freddie Mac is relying fully, and such Agency Consent is conditioned, upon the terms and conditions of
this Section 8.4(b), Section 7.12 and Section 9.8 hereof, and Section 8.02 of the Collateral
Agreement.


 


(c)            Ginnie
Mae Collateral.


 


(i)            The
provisions of the Collateral Agreement, respecting the Pledged Equity Interest in WDLLC and WD Capital and the Ginnie Mae Collateral,
as set forth in Section 8.03 of the Collateral Agreement, are specifically incorporated herein by reference, including, without
limitation, with respect to the terms, conditions, notice requirements, limitations, and agreements with respect to the Ginnie Mae Security
Interests granted to Administrative Agent (for the benefit of Lenders) in the Ginnie Mae Collateral relating to the Ginnie Mae Designated
Loans under the Collateral Agreement; and


 


(ii)            In
providing its Agency Consent, Ginnie Mae is relying fully, and such Agency Consent is conditioned, upon the terms and conditions of this
Section 8.4(c), Section 7.12, and Section 9.9 hereof, and Section 8.03 of the Collateral Agreement.


 


ARTICLE IX

DEFAULT AND REMEDIES


 


SECTION 9.1     Events
of Default. Each of the following shall constitute an Event of Default:


 


(a)            Default
in Payment of Principal of Loans. The Borrower or any Credit Party shall default in any payment of principal of any Term Loan when
and as due (whether at maturity, by reason of acceleration or otherwise).


 





(b)            Other
Payment Default. The Borrower or any other Credit Party shall default in the payment when and as due (whether at maturity, by reason
of acceleration or otherwise) of interest on any Term Loan or the payment of any other Obligation (other than as set forth in Section 9.1(a)),
and such default shall continue for a period of five (5) calendar days.


 






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(c)            Misrepresentation.
Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party in this Agreement,
in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material
Adverse Effect qualifications, shall be incorrect or misleading in any respect when made or deemed made or any representation, warranty,
certification or statement of fact made or deemed made by or on behalf of any Credit Party in this Agreement, any other Loan Document,
or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications,
shall be incorrect or misleading in any material respect when made or deemed made.


 


(d)            Default
in Performance of Certain Covenants. Any Credit Party shall default in the performance or observance of any covenant or agreement
contained in Sections 6.3(a) or 6.14 (only with respect to the Borrower) or Article VII.


 


(e)            Default
in Performance of Other Covenants and Conditions. Any Credit Party shall default in the performance or observance of any term, covenant,
condition or agreement contained in this Agreement (other than as specifically provided for in this Section 9.1) or any other
Loan Document and such default shall continue for a period of thirty (30) days after the Administrative Agent’s delivery of
written notice thereof to the Borrower.


 


(f)            Indebtedness
Cross-Default. Any Credit Party shall (i) default in the payment of any Indebtedness (excluding the Term Loans, but including
any Securitization Transaction Attributed Indebtedness) the aggregate principal amount (or, with respect Securitization Transaction Attributed
Indebtedness, the aggregate amount that would be characterized as principal if such Qualified Securitization Transaction were required
to be structured as a secured lending transaction), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is
in excess of the Threshold Amount beyond the period of grace if any, provided in the instrument or agreement under which such Indebtedness
was created, or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (excluding
the Term Loans, but including any Securitization Transaction Attributed Indebtedness) the aggregate principal amount (including undrawn
committed or available amounts) (or, with respect Securitization Transaction Attributed Indebtedness, the aggregate amount that would
be characterized as principal if such Qualified Securitization Transaction were required to be structured as a secured lending transaction),
or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount or contained in any
instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, in each case, the
effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee
or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness
to become due prior to its stated maturity (any applicable grace period having expired).


 


(g)            Other
Cross-Defaults. Any Credit Party or any Subsidiary thereof (other than an Excluded Subsidiary) shall default in the payment when
due, or in the performance or observance, of any obligation or condition of any Material Contract, unless, but only as long as, the existence
of any such default is being contested by such Credit Party or any such Subsidiary in good faith by appropriate proceedings and adequate
reserves in respect thereof have been established on the books of the Borrower or such Credit Party to the extent required by GAAP.


 





(h)            Change
in Control. Any Change in Control shall occur.


 






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(i)            Voluntary
Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof (other than an Excluded Subsidiary) shall (i) commence a voluntary
case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent
to or fail to contest in a timely and appropriate manner any petition filed against it in an involuntary case under any Debtor Relief
Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of
possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign,
(v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors,
or (vii) take any corporate action for the purpose of authorizing any of the foregoing.


 


(j)            Involuntary
Bankruptcy Proceeding. A case or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof (other than
an Excluded Subsidiary) in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like for any Credit Party or any Subsidiary thereof (other than an Excluded
Subsidiary) or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue
without dismissal or stay for a period of sixty (60) consecutive days, or an order granting the relief requested in such case or
proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered.


 


(k)            Failure
of Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid
and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing, or any Loan Document
shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest
in, any of the Collateral purported to be covered thereby, in each case other than in accordance with the express terms hereof or thereof.


 


(l)            ERISA
Events. The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate fails to make full payment
when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA
Affiliate is required to pay as contributions thereto and such unpaid amounts are in excess of the Threshold Amount, (ii) a Termination
Event or (iii) any Credit Party or any ERISA Affiliate as employers under one or more Multiemployer Plans makes a complete or partial
withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that
such employer has incurred a withdrawal liability requiring payments in an amount exceeding the Threshold Amount.


 


(m)            Judgment.
A judgment or order for the payment of money which causes the aggregate amount of all such judgments or orders (net of any amounts paid
or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) to exceed
the Threshold Amount shall be entered against any Credit Party or any Subsidiary thereof (other than an Excluded Subsidiary) by any court
and such judgment or order shall continue without having been discharged, vacated or stayed for a period of thirty (30) consecutive
days after the entry thereof.


 





SECTION 9.2     Remedies.
Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders, the Administrative Agent
may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower:


 






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(a)            Acceleration;
Termination of Term Loan Facility. Declare the principal of and interest on the Term Loans and all other amounts owed to the Lenders
and to the Administrative Agent under this Agreement or any of the other Loan Documents and all other Obligations, to be forthwith due
and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any
kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary
notwithstanding, and terminate the Term Loan Facility; provided, that upon the occurrence of an Event of Default specified in
Section 9.1(i) or (j), the Term Loan Facility shall be automatically terminated and all Obligations shall automatically
become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit
Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.


 


(b)            General
Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this Agreement, the other Loan Documents
and Applicable Law, in order to satisfy all of the Secured Obligations.


 


SECTION 9.3     Rights
and Remedies Cumulative; Non-Waiver; Etc.


 


(a)            The
enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be
exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of
any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given
hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay
or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or
further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of
Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees
shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to
constitute a waiver of any Event of Default.


 





(b)            Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under
the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at
law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with
Section 9.2 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (i) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)
hereunder and under the other Loan Documents, (ii) any Lender from exercising setoff rights in accordance with Section 11.4
(subject to the terms of Section 3.6), or (iii) any Lender from filing proofs of claim or appearing and filing pleadings
on its own behalf during the pendency of a proceeding relative to any Credit Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then
(A) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 9.2
and (B) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 3.6,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required
Lenders.


 





SECTION 9.4     Crediting
of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to Section 9.2 or the Administrative
Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account
of the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied by the Administrative
Agent as follows:


 






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First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorneys’
fees, payable to the Administrative Agent in its capacity as such;


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders under the Loan Documents, including attorneys’ fees, ratably among the Lenders in proportion to the respective
amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Term Loans, ratably among the Lenders
in proportion to the respective amounts described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Term Loans and payment obligations then owing
under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Hedge Banks and the Cash Management
Banks in proportion to the respective amounts described in this clause Fourth payable to them; and


 


Last,
the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Applicable Law.


 


Notwithstanding the foregoing,
Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application
described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank
or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be
deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X for
itself and its Affiliates as if a “Lender” party hereto.


 


SECTION 9.5     Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Term Loan shall then
be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or
otherwise:


 





(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other
Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the
claims of the Lenders 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 agents and counsel and all other amounts due the Lenders and
the Administrative Agent under Sections 3.3 and 11.3) 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;


 






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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 Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly 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 Sections 3.3
and 11.3.


 


SECTION 9.6     Credit
Bidding.


 


(a)            The
Administrative Agent, on behalf of itself and the Secured Parties, shall have the right (but not the obligation) to credit bid and purchase
for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by
the Administrative Agent or its designee under the provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC, at
any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or a sale under
a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent or its designee (whether by judicial
action or otherwise) in accordance with Applicable Law. Such credit bid or purchase may be completed through one or more acquisition
vehicles formed by the Administrative Agent to make such credit bid or purchase and, in connection therewith, the Administrative Agent
is authorized, on behalf of itself and the other Secured Parties, to adopt documents providing for the governance of the acquisition
vehicle or vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or
debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured
Parties on the basis of the Secured Obligations so assigned by each Secured Party); provided that any actions by the Administrative
Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof, shall
be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without
giving effect to the limitations on actions by the Required Lenders contained in Section 11.2.


 


(b)            Each
Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as otherwise provided in any
Loan Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action,
accelerate obligations under any of the Loan Documents, or exercise any right that it might otherwise have under Applicable Law to credit
bid at foreclosure sales, UCC sales or other similar dispositions of Collateral.


 


SECTION 9.7     Fannie
Mae Limitations. Notwithstanding any provision of this Agreement or any Security Document to the contrary: (i) the provisions
of Section 8.01 of the Collateral Agreement are specifically incorporated herein by reference; and (ii) the terms and conditions
of Section 8.4(a) hereof and Section 8.01 of the Collateral Agreement shall at all times be applicable, including,
without limitation, with respect to all limitations and requirements for consent by Fannie Mae therein contained.


 


SECTION 9.8     Freddie
Mac Limitations. Notwithstanding any provision of this Agreement or any Security Document to the contrary: (i) the provisions
of Section 8.02 of the Collateral Agreement are specifically incorporated herein by reference; and (ii) the terms and conditions
of Section 8.4(b) hereof and Section 8.02 of the Collateral Agreement shall at all times be applicable, including,
without limitation, with respect to all limitations and requirements for consent by Freddie Mac therein contained.


 





SECTION 9.9     Ginnie
Mae Limitations. Notwithstanding any provision of this Agreement or any Security Document to the contrary: (i) the provisions
of Section 8.03 of the Collateral Agreement are specifically incorporated herein by reference; and (ii) the terms and conditions
of Section 8.4(c) hereof and Section 8.03 of the Collateral Agreement shall at all times be applicable, including,
without limitation, with respect to all limitations and requirements for consent by Ginnie Mae therein contained.


 






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ARTICLE X


 


THE ADMINISTRATIVE
AGENT


 


SECTION 10.1     Appointment
and Authority.


 


(a)            Each
of the Lenders hereby irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article X are solely for the benefit of the Administrative Agent and the Lenders, and neither the
Borrower nor any Subsidiary thereof shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed
that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine
of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative
relationship between contracting parties.


 


(b)            The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacity as a potential Hedge Bank or Cash Management Bank and on behalf of any Affiliate thereof which is a Hedge Bank or Cash
Management Bank, each of which Affiliate shall in any event be deemed to have joined in such appointment by its acceptance of the benefits
conferred to it herein and in the Security Documents) hereby irrevocably appoints and authorizes the Administrative Agent to act as the
agent of such Lender or other Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted
by any of the Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental
thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents on behalf of
the Secured Parties). In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to this Article X for purposes of holding or enforcing any
Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder
at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of Articles X and XI
(including Section 11.3, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent”
under the Loan Documents) as if set forth in full herein with respect thereto.


 


SECTION 10.2     Rights
as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a
Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving
as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money
to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business
with 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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SECTION 10.3     Exculpatory
Provisions.


 


(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 and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative
Agent:


 


(i)            shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of 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 exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance
of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification
or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and


 


(iii)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Subsidiaries or Affiliates that is communicated to or 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 such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Section 11.2 and Section 9.2) or (ii) in
the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final non-appealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing
such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.


 


(c)            The
Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument
or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm
receipt of items expressly required to be delivered to the Administrative Agent.


 


SECTION 10.4     Reliance
by the 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 intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated
by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it
to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent
may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary
from such Lender prior to the making of such Term Loan. The Administrative Agent may consult with legal counsel (who may be counsel for
the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by
it in accordance with the advice of any such counsel, accountants or experts.


 




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SECTION 10.5     Delegation
of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers (including as collateral
agent) hereunder or under any other Loan Document by or through any one or more sub-agents or attorneys-in-fact appointed by the Administrative
Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article X shall apply to any such sub-agent
and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the Term Loan Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such
sub-agents.


 


SECTION 10.6     Resignation
of Administrative Agent.


 


(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 shall have the right, with the Borrower’s prior written consent so long as no Event of Default
has occurred and is then continuing, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate
of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier
day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative
Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications
set forth above. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice
on the Resignation Effective Date.


 


(b)            If
the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (b) of the definition thereof, the Required
Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative
Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the
 “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on
the Removal Effective Date.


 


(c)            With
effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (1) the retiring or removed Administrative
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed
Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed)
and (2) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and
determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until
such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s
appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed
Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties 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 Article X and Section 11.3
shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was
acting as Administrative Agent.


 




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SECTION 10.7     Non-Reliance
on Administrative Agent 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 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 shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its Related Parties has made any representations or warranties to it and
that no act by the Administrative Agent or any such Related Party hereinafter taken, including any review of the affairs of the Borrower
or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent or any Related Party
to any Lender. Without limiting the generality of the foregoing or any other provision of this Article X each of the Lenders
hereby acknowledges that it has received and reviewed a copy of the Agency Consents (and, to the extent applicable, any consent or acknowledgment
of an Agency in connection with an Incremental Term Loan) and agrees to be bound by the terms thereof as if a signatory thereto. Each
Lender (and each assignee of a Lender that becomes a party hereto after the Closing Date) including in its capacity as a potential Hedge
Bank or Cash Management Bank and on behalf of any Affiliate thereof which is a Hedge Bank or Cash Management Bank, hereby authorizes
and directs the Administrative Agent to enter into the Agency Consents (and, to the extent applicable, any consent or acknowledgment
of an Agency in connection with an Incremental Term Loan) on behalf of such Lender (or other Secured Parties) and agrees that the Administrative
Agent may take such actions on its behalf as is contemplated by the terms of any such Agency Consent (or other consent or acknowledgement,
as the case may be). Each Affiliate of a Lender shall in any event be deemed to have by its acceptance of the benefits conferred to it
herein and in the Security Documents agreed to the provisions of this Section 10.7.


 


SECTION 10.8     No
Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents,
arrangers or bookrunners listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement
or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.


 






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SECTION 10.9     Collateral
and Guaranty Matters.


 


(a)            Each
of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash Management Bank) irrevocably
authorizes the Administrative Agent, at its option and in its discretion:


 


(i)            to
release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under
any Loan Document (A) upon the payment in full of all Secured Obligations (other than (1) contingent indemnification obligations
and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements), (B) that is sold
or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted
under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance with Section 11.2;


 


(ii)            to
subordinate any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien
permitted pursuant to Section 7.2(h); and


 


(iii)            to
release any Subsidiary Guarantor from its obligations under any Loan Documents if such Person ceases to be a Subsidiary or becomes an
Excluded Subsidiary as a result of a transaction permitted under the Loan Documents.


 





Upon request by the Administrative Agent at
any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Collateral
Agreement pursuant to this Section 10.9. In each case as specified in this Section 10.9, the Administrative
Agent will, at the Borrower’s expense and upon delivery to the Administrative Agent of a certificate of a Responsible Officer
certifying that such release or subordination is permitted by the Loan Documents (including this Section 10.9), execute
and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of
such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its
interest in such item, or to release such Guarantor from its obligations under the Collateral Agreement, in each case in accordance
with the terms of the Loan Documents and this Section 10.9. In the case of any such sale, transfer or disposal of any
property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to Section 7.5,
the Liens created by any of the Security Documents on such property shall be automatically released without need for further action
by any person.


 


(b)            The
Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien
thereon, or any certificate prepared by any Credit Party in connection therewith, nor shall the Administrative Agent be responsible or
liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


SECTION 10.10     Secured
Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits of Section 9.4
or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or
to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including
the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided
in the Loan Documents. Notwithstanding any other provision of this Article X to the contrary, the Administrative Agent shall
not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management
Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements
and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable
Cash Management Bank or Hedge Bank, as the case may be.


 






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SECTION 10.11     Acknowledgement
of Lenders.


 


(a)            Each
Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) it is
engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be applicable to such
Lender in the ordinary course of business, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument
(and each Lender agrees not to assert a claim in contravention of the foregoing), (iii) it has, independently and without reliance
upon the Administrative Agent, the Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on
such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as
a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire and/or
hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person
exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities,
is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender, or any of the Related
Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within
the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Closing Date.


 


(c)            (i) Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of
any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, 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 Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender under this Section 10.11(c) shall be conclusive, absent manifest error.


 






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(ii)            Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.  Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,
but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or portion
thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including
the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent
at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 





(iii)            The
Borrower and each other Credit Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such erroneous Payment is,
and solely with respect to the amount of such erroneous Payment that is, comprised of funds of the Borrower or any other Credit Party
intended to pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Credit Party.


 


(iv)            Each
party’s obligations under this Section 10.11(c) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Term Loan Commitments or the
repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


ARTICLE XI

MISCELLANEOUS


 


SECTION 11.1     Notices.


 


(a)            Notices
Generally. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by facsimile as follows:


 





If to the Borrower:


 


Walker & Dunlop, Inc.





7501 Wisconsin Avenue, Suite 1200E





Bethesda, MD 20814


 


Attention of: Stephen P. Theobald

Telephone No.: (301) 215-5575

Facsimile No.: (301) 500-1223

E-mail: STheobald@walkerdunlop.com


 



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With copies to:


 


Walker & Dunlop, Inc.




Until January 1, 2022:


7501 Wisconsin
Avenue, Suite 1200E


Bethesda, MD 20814


 


From and after January 1, 2022:


7272 Wisconsin Avenue, Suite 1300


Bethesda, MD 20814


 


Attention of: Richard M. Lucas

Telephone No.: (301) 634-2146

Facsimile No.: (301) 500-1223

E-mail: RLucas@walkerdunlop.com


 


and


 


Morgan, Lewis & Bockius LLP


1701 Market Street


Philadelphia, Pennsylvania 19103-2921


 


Attention of: Michael J. Pedrick

Telephone No.: (215) 963-4808

Facsimile No.: (215) 963-5001

E-mail: mpedrick@morganlewis.com


 


If to JPMorgan as Administrative Agent:


 


JPMorgan Chase Bank, N.A.





500 Stanton Christiana Rd.


NCC5 / 1st Floor


Newark, DE 19713


 


Attention: Loan & Agency Services Group


Tel: (302) 552-0161


Fax: (201) 244-3647


Email: samuel.stasio@jpmorganchase.com with a copy to

 elijah.mills@chase.com


 






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With copies to:


 


JPMorgan Chase & Co.


CIB DMO WLO


Mail code NY1-C413


4 CMC, Brooklyn, NY, 11245-0001


United States


Email: ib.collateral.services@jpmchase.com


 


If to any Lender:


 


To the address of such Lender set forth on the Register with
respect to deliveries of notices and other documentation that may contain material non-public information.


 


Notices sent by hand or overnight
courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications
to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


All notices received or delivered
by the Borrower in accordance with this Section 11.1(a) relating to (i) any of Section 7.12, Section 8.4(a),
Section 9.7, or Section 11.25 of this Agreement or Section 8.01 of the Collateral Agreement, or any other
provision of this Agreement, the Collateral Agreement, or any other Loan Document which relates to such sections, (ii) the Borrower’s
request to establish one or more Incremental Term Loan Commitments for the incurrence of one or more Incremental Term Loans, (iii) any
notice of Default or Event of Default, (iv) any amendment, modification, waiver, supplement or other change to any of Section 7.12,
Section 8.4(a), Section 9.7, or Section 11.25 of this Agreement or Section 8.01 of the Collateral
Agreement or any other amendment or modification of this Agreement or the Collateral Agreement affecting such Sections, or (v) any
amendment or modification of this Agreement or the Collateral Agreement or any other event or occurrence that could reasonably be expected
to result in a default under or breach by any Credit Party of the Fannie Mae Agreements or the Fannie Mae Program, or adversely affect
any right, obligation or other interest of any Credit Party or of Fannie Mae under any Fannie Mae Agreements shall be provided by the
Borrower to Fannie Mae to the address set forth in Section 8.01(d) of the Collateral Agreement.


 






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(b)            Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that
the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative
Agent that is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the
recipient, such notice, email or other communication shall be deemed to have been sent at the opening of business on the next Business
Day for the recipient.


 


(c)            Administrative
Agent’s Office. The Administrative Agent hereby designates its office located at the address set forth in Section 11.1(a),
or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative
Agent’s Office referred to herein, to which payments due are to be made and at which Term Loans will be disbursed.


 


(d)            Change
of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice
to the other parties hereto.


 


(e)            Platform.


 


(i)            Each
Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials available to the Lenders
by posting the Borrower Materials on the Platform.


 


(ii)            The
Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the accuracy
or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaim liability for errors or omissions in
the Borrower Materials. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability,
fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Borrower Materials or the Platform. In no event shall the Administrative Agent or any of its Related
Parties (collectively, the “Agent Parties”) have any liability to any Credit Party, any Lender or any other Person
or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any
Credit Party’s or the Administrative Agent’s transmission of communications through the Internet (including, without limitation,
the Platform), except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party;
provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender or any other Person for indirect,
special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses).


 


(f)            Private
Side Designation. Each Public-Sider agrees to cause at least one individual at or on behalf of such Public-Sider to at all times have
selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order
to enable such Public-Sider or its delegate, in accordance with such Public-Sider’s compliance procedures and Applicable Law, including
United States Federal and state securities Applicable Laws, to make reference to Borrower Materials that are not made available through
the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to
the Borrower or its securities for purposes of United States Federal or state securities Applicable Laws.


 






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SECTION 11.2     Amendments,
Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document (including Sections 3.8(b) and
(c)), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived
by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the Required
Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the
case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:


 


(a)            increase
the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment terminated pursuant to Section 9.2) or the amount
of Term Loans of any Lender, in any case, without the written consent of such Lender;


 


(b)            waive,
extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (it being understood that a waiver of a
mandatory prepayment under Section 2.4(b) shall only require the consent of the Required Lenders) of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each
Lender directly and adversely affected thereby;


 


(c)            reduce
the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (ii) of the proviso set
forth in the paragraph below) any fees or other amounts payable hereunder without the written consent of each Lender directly and adversely
affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower
to pay interest at the rate set forth in Section 3.1(b) during the continuance of an Event of Default;


 


(d)            change
Section 3.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application
required thereby without the written consent of each Lender directly and adversely affected thereby;


 


(e)            change
Section 2.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the
written consent of each Lender directly and adversely affected thereby;


 


(f)            except
as otherwise permitted by this Section 11.2 change any provision of this Section 11.2 or reduce the percentages
specified in the definitions of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the
written consent of each Lender directly affected thereby;


 


(g)            consent
to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which
it is a party (except as permitted pursuant to Section 7.4), in each case, without the written consent of each Lender;


 


(h)            release
(i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the
Secured Obligations, in any case, from the Collateral Agreement (other than as authorized in Section 10.9), without the written
consent of each Lender;


 


(i)            release
all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.9 or as
otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of
each Lender; or


 






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(j)            subordinate (x) the
Liens securing any of the Obligations on all or substantially all of the Collateral (“Existing Liens”) to the
Liens securing any other Indebtedness or other obligations or (y) any Obligations in contractual right of payment to any other
Indebtedness or other obligations (any such other Indebtedness or other obligations, to which such Liens securing any of the
Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of
the foregoing subclause (x) or (y), (1) except with respect to the approval of a debtor-in-possession financing or
(2) unless each adversely affected Lender has been offered a bona fide opportunity to fund or otherwise provide its pro
rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender) of the Senior Indebtedness
on the same terms (other than bona fide backstop fees and reimbursement of counsel fees and other expenses in connection
with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to
all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected Lender decides to
participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary
Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection
with providing the Senior Indebtedness pursuant to a written offer made to each such adversely affected Lender describing the
material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open
to each adversely affected Lender for a period of not less than five (5) Business Days;


 


provided
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document,
(ii) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement
of Lenders holding Term Loans or Term Loan Commitments of a particular Class (but not the Lenders holding Term Loans or Term Loan
Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite
percentage in interest of the affected Class of Lenders that would be required to consent thereunder under this Section 11.2
if such Class of Lenders were the only Class of Lenders hereunder at the time, (iii) the Administrative Agent and the Borrower
shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action
or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious
error or any error, ambiguity, defect or inconsistency or omission of a technical or immaterial nature in any such provision, including
technical, administrative or operational changes that the Administrative Agent and the Borrower decide may be appropriate to reflect the
implementation of the Term SOFR Rate or a Benchmark Replacement and to permit the administration thereof by the Administrative Agent in
a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market
practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of
such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents) and (iv) the Administrative Agent and the Borrower
may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or
to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement
or otherwise effectuate the terms of Section 3.8(c) in accordance with the terms of Section 3.8(c). Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder.


 


Notwithstanding
anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and
without further consent of any Lender (but with the consent of the Borrower and the Administrative Agent), to (x) amend and
restate this Agreement if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this
Agreement (as so amended and restated), the Term Loan Commitment of such Lender shall have terminated, such Lender shall have no
other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to
it or accrued for the its account under this Agreement, and (y) enter into amendments or modifications to this Agreement
(including, without limitation, amendments to this Section 11.2) or any of the other Loan Documents or to enter into
additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 3.13, 3.15
and 3.16 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans, Extended Term Loans or
Refinancing Term Loans, as applicable, to share ratably in the benefits of this Agreement and the other Loan Documents, and
(2) to include the Incremental Term Loan Commitments or outstanding Incremental Term Loans, Extended Term Loans or Refinancing
Term Loans, as applicable, in any determination of (i) Required Lenders or (ii) similar required lender terms applicable
thereto; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Term
Loan Commitment or any increase in any Lender’s pro rata share of any Class, in each case, without the written consent
of such affected Lender, and (3) to make amendments to any outstanding Class of Term Loans to permit any Incremental Term
Loan Commitments and Incremental Term Loans to be “fungible” (including, without limitation, for purposes of the Code)
with such Class of Term Loans, including, without limitation, increases in the Applicable Margin or any fees payable to such
outstanding tranche of Term Loans or providing such outstanding Class of Term Loans with the benefit of any call protection or
covenants that are applicable to the proposed Incremental Term Loan Commitments or Incremental Term Loans; provided that any
such amendments or modifications to such outstanding Class of Term Loans shall not directly adversely affect the Lenders
holding such Class of Term Loans without their consent.


 






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It shall be a condition precedent
to the Borrower entering into any amendment to, or other agreement or modification with has the effect of changing, any of Section 7.12,
Section 8.4(a), Section 9.7, the final paragraph of Section 11.1(a), this final paragraph of this
Section 11.2 or Section 11.25 of this Agreement or Section 8.01 of the Collateral Agreement, or any other
provision of this Agreement, the Collateral Agreement, or any other Loan Document which relates to such sections, that the Borrower shall
have obtained the prior written approval of Fannie Mae, and the Administrative Agent and the Lenders hereby acknowledge (without acceptance
of any responsibility or liability in connection with such acknowledgement) such condition precedent to the Borrower’s right to
amend.


 


SECTION 11.3     Expenses;
Indemnity; Limitation of Liability.


 


(a)            Costs
and Expenses. The Borrower and any other Credit Party, jointly and severally, shall pay (i) all reasonable out of pocket fees,
expenses and disbursements incurred by the Administrative Agent, the Arranger and their respective Affiliates (including the reasonable
fees, charges and disbursements of one firm of counsel for the Administrative Agent and the Arranger and, if reasonably necessary, one
firm of counsel in any relevant jurisdiction and special counsel in each appropriate specialty for the Administrative Agent and the Arranger),
in connection with the syndication of the Term Loan Facility, the preparation, negotiation, execution, delivery and administration of
this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out of pocket expenses incurred
by the Administrative Agent or any Lender (including the fees, charges and disbursements of (x) any counsel for the Administrative
Agent or any Lender and (y) any counsel for the Lenders, which solely in the case of this clause (y) and absent an actual or
perceived conflict of interest shall be limited to one primary counsel to the Lenders plus one local counsel to the Lenders in
each relevant jurisdiction and one special counsel in each appropriate specialty and in the case of an actual or perceived conflict of
interest by any of the aforementioned counsel, one additional such counsel to each group of affected Lenders, similarly situated), in
connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including
its rights under this Section 11.3, or (B) in connection with the Term Loans made hereunder, including all such out of
pocket expenses incurred during any workout, restructuring or negotiations in respect of such Term Loans.


 


(b)            Indemnification
by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent or attorney-in-fact thereof), the
Arranger, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an
 “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or reimburse any such Indemnitee
for, any and all losses, claims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and
related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party), other than such
Indemnitee and its Related Parties, arising out of, in connection with, or as a result of (i) the execution or delivery of this
Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties
hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or
thereby (including, without limitation, the Transactions), (ii) any Term Loan or the use or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by
any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary,
(iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory, whether brought by a third party or by any Credit Party or any Subsidiary thereof, and
regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any Environmental
Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto)
and the prosecution and defense thereof, arising out of or in any way connected with the Term Loans, this Agreement, any other Loan
Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby,
including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) are
determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or
willful misconduct of such Indemnitee or (B) result from a claim brought by any Credit Party or any Subsidiary thereof against
an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such
Credit Party or such Subsidiary has obtained a final and non-appealable judgment in its favor on such claim as determined by a court
of competent jurisdiction. This Section 11.3(b) shall not apply with respect to Taxes other than any Taxes that
represent losses, claims, damages, etc. arising from any non-Tax claim.


 






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(c)            Reimbursement
by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clause (a) or
(b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent or attorney-in-fact thereof)
or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative 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 each Lender’s share of the Term Loans at such time, or if the Term Loans have been
reduced to zero, then based on such Lender’s share of the Term Loans immediately prior to such reduction) of such unpaid amount
(including any such unpaid amount in respect of a claim asserted by such Lender). The obligations of the Lenders under this clause (c) are
subject to the provisions of Section 3.7.


 


(d)            Limitation
on Liability. To the fullest extent permitted by Applicable Law, the Borrower and each other Credit Party shall not assert, and hereby
waives, any claim against the Administrative Agent (and any sub-agent or attorney-in-fact thereof), the Arranger, each Lender and each
Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Party”), on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Term Loan or the use of the proceeds thereof. No Lender-Related Party referred to in clause (b) above
shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents
or the transactions contemplated hereby or thereby.


 


(e)            Payments.
All amounts due under this Section 11.3 shall be payable promptly after demand therefor.


 


(f)            Survival.
Each party’s obligations under this Section 11.3 shall survive the termination of the Loan Documents and payment of
the obligations hereunder.


 


SECTION 11.4   Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its respective Affiliates is
hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable Law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations
(in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Borrower or
any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under
this Agreement or any other Loan Document to such Lender or any of its respective Affiliates, irrespective of whether or not such
Lender or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such
obligations of the Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or
such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided
that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the provisions of Section 9.4
and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the
benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. The rights of each Lender and its respective Affiliates under this Section 11.4 are in addition to
other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have. Each Lender
agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and application.


 






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SECTION 11.5   Governing
Law; Jurisdiction, Etc.


 


(a)            Governing
Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort
or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document,
as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance
with, the law of the State of New York.


 


(b)           Submission
to Jurisdiction. The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action,
litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the
Administrative Agent, any Lender or any Related Party of the foregoing in any way relating to this Agreement or any other Loan Document
or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County,
and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the
parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any
such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by
Applicable Law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action, litigation or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 
Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise
have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any other Credit
Party or its properties in the courts of any jurisdiction.


 


(c)           Waiver
of Venue. The Borrower and each other Credit Party irrevocably and unconditionally waives, to the fullest extent permitted by Applicable
Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to
this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 11.5. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.


 


(d)           Service
of Process. Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.1.
Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.


 


SECTION 11.6   Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 11.6.


 






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SECTION 11.7   Reversal
of Payments. To the extent any Credit Party makes a payment or payments to the Administrative Agent for the ratable benefit of any
of the Secured Parties or to any Secured Party directly or the Administrative Agent or any Secured Party exercises its right of set off
or the Administrative Agent receives any payment or proceeds of the Collateral which payments, set-off amounts or proceeds or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party (including pursuant to any settlement) under any Debtor Relief Law, other Applicable Law or equitable cause,
then, to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be satisfied shall be revived
and continued in full force and effect as if such payment or proceeds had not been received by the Administrative Agent or as through
such set-off had not been made, as applicable.


 


SECTION 11.8   Injunctive
Relief. The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge any of its obligations or
liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower agrees
that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent injunctive relief in any such case without
the necessity of proving actual damages.


 


SECTION 11.9   Successors
and Assigns; Participations.


 


(a)            Successors
and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise
transfer any of its 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 11.9, (ii) by way of participation in accordance with the provisions
of paragraph (d) of this Section 11.9 or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of paragraph (e) of this Section 11.9 (and any other attempted assignment or transfer by any
party hereto shall be prohibited). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of
this Section 11.9 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           Assignments
by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Term Loans at the time owing to it); provided that any such assignment shall be subject
to the following conditions:


 


(i)            Minimum
Amounts.


 


(A)          in
the case of an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment and/or the Term Loans at
the time owing to it (in each case with respect to any Class) or contemporaneous assignments to related Approved Funds that equal at least
the amount specified in paragraph (b)(i)(B) of this Section 11.9 in the aggregate or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and


 


(B)           in
any case not described in paragraph (b)(i)(A) of this Section 11.9, the aggregate amount of the Term Loan
Commitment (which for this purpose includes Term Loans outstanding thereunder) or, if the applicable Term Loan Commitment is not
then in effect, the principal outstanding balance of the Term Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent
or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than
$1,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that the Borrower shall be deemed
to have given its consent five (5) Business Days after the date written notice thereof has been delivered by the assigning
Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrower prior to such fifth (5th)
Business Day.


 






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(ii)            Proportionate
Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Class assigned, except that this clause (ii) shall not prohibit
any Lender from assigning all or a portion of its rights and obligations among separate classes on a non-pro rata basis.


 


(iii)          Required
Consents. No consent shall be required for any assignment except to the extent required by paragraph (b)(i)(B) of this Section 11.9
and, in addition:


 


(A)            the
consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default
has occurred and is continuing at the time of such assignment, (y) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund or (z) the assignment is made in connection with the primary syndication of the Term Loan Facility and during the period
commencing on the Closing Date and ending on the date that is ninety (90) days following the Closing Date; provided, that the Borrower
shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent
within 5 Business Days after having received notice thereof; and


 


(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person
who is not a Lender.


 


(iv)          Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be
payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) 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 an Administrative Questionnaire.


 


(v)           No
Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of its Subsidiaries or Affiliates
(other than pursuant to Section 11.9(g)) or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who,
upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).


 


(vi)          No
Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or
trust for, or owned and operated for the primary benefit of, a natural Person).


 


(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 parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Term Loans previously
requested, but not funded by, the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent and each
other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share
of all Term 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 (vii), then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 






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Subject to acceptance and
recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section 11.9, from and after the
effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.8,
3.9, 3.10, 3.11 and 11.3 with respect to facts and circumstances occurring prior to the effective date of
such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section 11.9 (other than a purported assignment to a natural Person or the Borrower or
any of the Borrower’s Subsidiaries or Affiliates (except as permitted pursuant to Section 11.9(g)), which shall be null
and void).


 


(c)           Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices
in New York, New York, a copy of each Assignment and Assumption and each Lender Joinder Agreement delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Term Loan Commitment of, and principal amounts of (and related interest
on) the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice.


 


(d)           Participations.
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of, a natural Person) or the Borrower or any of the Borrower’s Subsidiaries or Affiliates) (each, a “Participant”)
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Term Loan
Commitment and/or the Term Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible
for the indemnity under Section 11.3(c) with respect to any payments made by such Lender to its Participant(s).


 


Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that
such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver or modification described in Section 11.2(a), (b), (c) or (d) that
directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections
3.9, 3.10 and 3.11 (subject to the requirements and limitations therein, including the requirements under Section 3.11(g) (it
being understood that the documentation required under Section 3.11(g) shall be delivered solely to the
participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section 11.9; provided that such Participant (A) shall be subject to the
provisions of Section 3.12 as if it were an assignee under paragraph (b) of this Section 11.9; and
(B) shall not be entitled to receive any greater payment under Sections 3.10 or 3.11, with respect to any
participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a
greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender
that sells a participation agrees, at the Borrower's request and expense, to use reasonable efforts to cooperate with the Borrower
to effectuate the provisions of Section 3.12(b) with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 11.4 as though it were a Lender; provided that
such Participant agrees to be subject to Section 3.6 as though it were a Lender.


 






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Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address
of each Participant and the principal amounts of (and related interest on) each Participant’s interest in the Term Loans or other
obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person
except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(e)            Certain
Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto.


 


(f)            Cashless
Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all
or a portion of its Term Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the
terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.


 


(g)            Borrower
Buybacks. Notwithstanding anything in this Agreement to the contrary, any Lender may, at any time, assign all or a portion of its
Term Loans on a non-pro rata basis to the Borrower or any of its Subsidiaries (x) in accordance with the procedures set forth
on Exhibit H, pursuant to an offer made available to all Lenders of the applicable Class of Term Loans on a pro rata
basis (a “Dutch Auction”) or (y) open market purchases, in each case, subject to the following limitations:


 


(i)            the
Borrower shall represent and warrant, as of the date of the launch of the Dutch Auction and on the date of any such assignment, that neither
it, its Affiliates nor any of its respective directors or executive officers has any Excluded Information that has not been disclosed
to the Lenders generally (other than to the extent any such Lender does not wish to receive material non-public information with respect
to the Borrower or its Subsidiaries or any of their respective securities) prior to such date;


 


(ii)            immediately
and automatically, without any further action on the part of the Borrower, any Lender, the Administrative Agent or any other Person, upon
the effectiveness of such assignment of Term Loans from a Lender to the Borrower or any of its Subsidiaries, such Term Loans and all rights
and obligations as a Lender related thereto shall, for all purposes under this Agreement, the other Loan Documents and otherwise, be deemed
to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrower or any of its Subsidiaries
shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such assignment;


 


(iii)          no
Lender shall be required to assign its Term Loans to the Borrower or any of its Subsidiaries; and


 


(iv)          no
Default or Event of Default shall have occurred and be continuing before or immediately after giving effect to such assignment.


 






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SECTION 11.10 Treatment
of Certain Information; Confidentiality. Each of the Administrative Agent and the Lenders agree to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it
being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent required or requested by, or required to be disclosed to, any
regulatory or similar authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to the extent required by Applicable Laws or regulations
or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies
under this Agreement, under any other Loan Document or under any Secured Hedge Agreement or Secured Cash Management Agreement, or any
action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or Secured Cash Management Agreement,
or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as
those of this Section 11.10, to (i) any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights and obligations under this Agreement, (ii) any actual or prospective party (or its Related Parties) to any
swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement
or payments hereunder, (iii) an investor or prospective investor in an Approved Fund that also agrees that Information shall be
used solely for the purpose of evaluating an investment in such Approved Fund, (iv) a trustee, collateral manager, servicer, backup
servicer, noteholder or secured party in an Approved Fund in connection with the administration, servicing and reporting on the assets
serving as collateral for an Approved Fund, or (v) a nationally recognized rating agency that requires access to information regarding
the Borrower and its Subsidiaries, the Term Loans and the Loan Documents in connection with ratings issued with respect to an Approved
Fund, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the
Term Loan Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP
numbers with respect to the Term Loan Facility, (h) with the consent of the Borrower, (i) deal terms and other information
customarily reported to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and
service providers to the Administrative Agent and the Lenders in connection with the administration of the Loan Documents, (j) to
the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 11.10
or (ii) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates from a third party that
is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to governmental regulatory
authorities in connection with any regulatory examination of the Administrative Agent or any Lender or in accordance with the Administrative
Agent’s or any Lender’s regulatory compliance policy if the Administrative Agent or such Lender deems necessary for the mitigation
of claims by those authorities against the Administrative Agent or such Lender or any of its subsidiaries or affiliates, (l) to
the extent that such information is independently developed by such Person, or (m) for purposes of establishing a “due diligence”
defense. For purposes of this Section 11.10, “Information” means all information received from any Credit
Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or any of their respective businesses, other than
any such information that is available to the Administrative Agent, any Lender on a non-confidential basis prior to disclosure by any
Credit Party or any Subsidiary thereof; provided that, in the case of information received from a Credit Party or any Subsidiary
thereof after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this Section 11.10 shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.


 


SECTION 11.11 Performance
of Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed
by such Credit Party at its sole cost and expense.


 


SECTION 11.12 All
Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the Administrative Agent and
any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan
Documents shall be deemed coupled with an interest and shall be irrevocable so long as any of the Obligations remain unpaid or unsatisfied,
any of the Term Loan Commitments remain in effect or the Term Loan Facility has not been terminated.


 









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SECTION 11.13 Survival.


 


(a)            All
representations and warranties set forth in Articles V and VIII and all representations and warranties contained in any
certificate, or any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection
with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and warranties
made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of
a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation
made by or on behalf of the Lenders or any borrowing hereunder.


 


(b)            Notwithstanding
any termination of this Agreement, the indemnities to which the Administrative Agent and the Lenders are entitled under the provisions
of this Article XI and any other provision of this Agreement and the other Loan Documents shall continue in full force and
effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.


 


SECTION 11.14 Titles
and Captions. Titles and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for
convenience only, and neither limit nor amplify the provisions of this Agreement.


 


SECTION 11.15 Severability
of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder
of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other
jurisdiction. In the event that any provision is held to be so prohibited or unenforceable in any jurisdiction, the Administrative Agent,
the Lenders and the Borrower shall negotiate in good faith to amend such provision to preserve the original intent thereof in such jurisdiction
(subject to the approval of the Required Lenders).


 


SECTION 11.16 Counterparts;
Integration; Effectiveness; Electronic Execution.


 


(a)            Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and
the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or the Arranger,
constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.1, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of
a signature page of this Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective
as delivery of a manually executed counterpart of this Agreement.


 






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(b)           Electronic
Execution. Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan
Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any
notice delivered pursuant to Section 11.1), certificate, request, statement, disclosure or authorization related to this
Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of
this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement,
any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of
records in any electronic form (including deliveries by telecopy, emailed .pdf or any other electronic means that reproduces an
image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided
that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior
written consent and pursuant to procedures approved by it; provided, further, without limiting the foregoing,
(i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of
the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower or any other
Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic
signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly
followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each other Credit
Party hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring,
enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the
other Credit Parties, Electronic Signatures transmitted by telecopy, emailed .pdf or any other electronic means that reproduces an
image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan Document and/or any
Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (B) the Administrative
Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any
Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of
such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an
original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any
argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or
any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such
Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against
any Related Party of any Lender for any liabilities arising solely from the Administrative Agent’s and/or any Lender’s
reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page, including any liabilities arising as a result of the failure of the
Borrower and/or any other Credit Party to use any available security measures in connection with the execution, delivery or
transmission of any Electronic Signature.


 


SECTION 11.17 Term
of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which all Obligations
(other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been indefeasibly
and irrevocably paid and satisfied in full and the Term Loan Commitments have been terminated. No termination of this Agreement shall
affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement
which survives such termination.


 


SECTION 11.18 USA
PATRIOT Act; Anti-Money Laundering Laws. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the
requirements of the PATRIOT Act or any other Anti-Money Laundering Laws, each of them is required to obtain, verify and record information
that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will
allow such Lender to identify each Credit Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws.


 






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SECTION 11.19 Independent
Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in Article VI, VII
or VIII hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise
permitted under any covenant contained in Article VI, VII or VIII, before or after giving effect to such transaction
or act, the Borrower shall or would be in breach of any other covenant contained in Article VI, VII or VIII.


 


SECTION 11.20 Inconsistencies
with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms
of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the
Borrower or any of its Subsidiaries or further restricts the rights of the Borrower or any of its Subsidiaries or gives the Administrative
Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full
force and effect.


 


SECTION 11.21 No
Advisory or Fiduciary Responsibility.


 


(a)            In
connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length
commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders,
on the other hand, and the Borrower is capable of evaluating and understanding and understands and accepts the terms, risks and conditions
of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof
or thereof), (ii) in connection with the process leading to such transaction, each of the Administrative Agent, the Arranger and
the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any
of its Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, the Arranger
or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any
of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification
hereof or of any other Loan Document (irrespective of whether the Arranger or any Lender has advised or is currently advising the Borrower
or any of its Affiliates on other matters) and none of the Administrative Agent, the Arranger or the Lenders has any obligation to the
Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except those obligations expressly set
forth herein and in the other Loan Documents, (iv) the Arranger and the Lenders and their respective Affiliates may be engaged in
a broad range of transactions that involve interests that differ from, and may conflict with, those of the Borrower and its Affiliates,
and none of the Administrative Agent, the Arranger or the Lenders has any obligation to disclose any of such interests by virtue of any
advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arranger and the Lenders have not provided and will
not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Loan Document) and the Credit Parties have consulted their own legal, accounting,
regulatory and tax advisors to the extent they have deemed appropriate.


 


(b)            Each
Credit Party acknowledges and agrees that each Lender, the Arranger and any Affiliate thereof may lend money to, invest in, and generally
engage in any kind of business with, any of the Borrower, any Affiliate thereof or any other person or entity that may do business with
or own securities of any of the foregoing, all as if such Lender, Arranger or Affiliate thereof were not a Lender or Arranger or an Affiliate
thereof (or an agent or any other person with any similar role under the Term Loan Facility) and without any duty to account therefor
to any other Lender, the Arranger, the Borrower or any Affiliate of the foregoing. Each Lender, the Arranger and any Affiliate thereof
may accept fees and other consideration from the Borrower or any Affiliate thereof for services in connection with this Agreement, the
Term Loan Facility or otherwise without having to account for the same to any other Lender, Arranger, the Borrower or any Affiliate of
the foregoing.


 






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SECTION 11.22 Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion
Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and


 


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


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its
parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
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.


 


SECTION 11.23 Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or
any other Credit Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Term Loans, or the Term Loan Commitments,


 


(ii)           the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Term Loans, the Term Loan Commitments and this Agreement,


 






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(iii)          (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Term Loans, the Term Loan Commitments and this Agreement, (C) the entrance into, participation in,
administration of and performance of the Term Loans, the Term Loan Commitments and this Agreement satisfies the requirements of sub-sections
(b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection
(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration
of and performance of the Term Loans, the Term Loan Commitments and this Agreement, or


 


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


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender
has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of, the Administrative Agent, and the Arranger and their respective Affiliates, and not, for the avoidance
of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Administrative Agent or the Arranger or
any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in
connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any
documents related to hereto or thereto).


 


(c)            The
Administrative Agent and the Arranger hereby inform the Lenders that each such Person is not undertaking to provide investment advice
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial
interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments
with respect to the Term Loans, the Term Loan Commitments, this Agreement and any other Loan Documents (ii) may recognize a gain
if it extended the Term Loans or the Term Loan Commitments for an amount less than the amount being paid for an interest in the Term Loans
or the Term Loan Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated
hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting
fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit
fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance
fees, breakage or other early termination fees or fees similar to the foregoing.


 


SECTION 11.24 Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Obligations
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be
stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 






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In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such
Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such
Covered Party will be effective to the same extent as the transfer would be effective under 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 event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject
to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported
QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than
such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed
by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that
rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect
to a Supported QFC or any QFC Credit Support.


 


SECTION 11.25 Limitation
of Fannie Mae’s Agency Consent. The parties hereto acknowledge that Fannie Mae’s Agency Consent is not and shall not
extend to, be deemed to be or be construed as, Fannie Mae’s consent, approval, or acknowledgment to any amendment, waiver, modification
or other alteration to any of Section 7.12, Section 8.4(a), Section 9.7, the final paragraph of Section 11.1(a),
the final paragraph of Section 11.2 or this Section 11.25 of this Agreement, or Section 8.01 of the Collateral
Agreement, or any other provision of this Agreement, the Collateral Agreement, or any other Loan Document which references or relates
to such sections, or relates to or refers to Fannie Mae, the Fannie Mae Agreements, the Fannie Mae Program, or any right, obligation
or other interest of Credit Party under any Fannie Mae Agreements, which amendments or modifications shall be subject to the restrictions
contained herein (including without limitation set forth in the final paragraph of Section 11.2) and the terms of the Fannie
Mae Agreements.


 






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[Signature pages to follow]


 






    134


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed under seal by their duly authorized officers, all as of the day and year first written
above.


 


	 	WALKER & DUNLOP, INC., as Borrower
	 	 
	 	By:	/s/ Richard M. Lucas
	 	Name:	Richard M. Lucas
	 	Title:	
    Executive Vice President, General

    Counsel & Secretary




 


Walker & Dunlop, Inc. 


Credit Agreement 


Signature Page



 






    


     


    

 


	 	AGENTS AND LENDERS:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	/s/Laura Carter
	 	Name:	Laura Carter
	 	Title:	Authorized Officer



 


Walker & Dunlop, Inc. 


Credit Agreement 


Signature Page



 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 	 
	 	By:	/s/Laura Carter
	 	Name:	Laura Carter
	 	Title:	Authorized Officer



 


Walker & Dunlop, Inc. 


Credit Agreement 


Signature Page



 






    


     


    

 


EXHIBIT A


 


FORM OF TERM LOAN NOTE


 






    


     


    

 


 


TERM LOAN NOTE


 


___________, 20___


 


FOR VALUE RECEIVED, the undersigned, WALKER &
DUNLOP, INC., a Maryland corporation (the “Borrower”), promises to pay to ____________ (the “Lender”),
at the place and times provided in the Credit Agreement referred to below, the unpaid principal amount of all Term Loans made by the Lender
pursuant to that certain Credit Agreement, dated as of December 16, 2021 (the “Credit Agreement”) by and among
the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not
defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


The unpaid principal amount of this Term Loan Note
from time to time outstanding is payable as provided in the Credit Agreement and shall bear interest as provided in Section 3.1
of the Credit Agreement. All payments of principal and interest on this Term Loan Note shall be payable in Dollars in immediately available
funds as provided in the Credit Agreement.


 


This Term Loan Note is entitled to the benefits
of, and evidences Obligations incurred under, the Credit Agreement, to which reference is made for a description of the security for this
Term Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and
repayments of principal of the Obligations evidenced by this Term Loan Note and on which such Obligations may be declared to be immediately
due and payable.


 


THIS TERM LOAN NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


The Indebtedness evidenced by this Term Loan Note
is senior in right of payment to all Subordinated Indebtedness referred to in the Credit Agreement.


 


The Borrower hereby waives all requirements as
to diligence, presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect
to this Term Loan Note.


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Term Loan Note under seal as of the day and year first above written.


 


	 	WALKER & DUNLOP, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    -2-


     


    

 


EXHIBIT B


 


FORM OF NOTICE OF BORROWING


 






    


     


    

 


 


NOTICE OF BORROWING


 


Dated as of: _____________


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

500 Stanton Christiana Rd. 


NCC5 / 1st Floor 


Newark, DE 19713-2107

Attention: Sam Stasio 


Telephone: (302) 552-0161 


Facsimile:
12012443657@tls.ldsprod.com 


Email:
samuel.stasio@jpmchase.com with a copy to elijah.mills@chase.com


 


Ladies and Gentlemen:


 


This irrevocable Notice of Borrowing is delivered
to you pursuant to Section 2.2(e) of that certain Credit Agreement dated as of December 16, 2021 (the “Credit
Agreement”), by and among Walker & Dunlop, Inc., a Maryland corporation (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.            The
Borrower hereby requests that the Lenders make [the Initial Term Loan][an Incremental Term Loan] to the Borrower in the aggregate principal
amount of $___________. (Complete with an amount in accordance with Section 2.2 or Section 3.13, as applicable,
of the Credit Agreement).


 


2.            The
Borrower hereby requests that such Term Loan(s) be made on the following Business Day: _______________. (Complete with a Business
Day in accordance with Section 2.2 of the Credit Agreement for the Initial Term Loan or Section 3.13 of the Credit
Agreement for an Incremental Term Loan).


 


3.            Type
of Borrowing (ABR or Term Benchmark):


 


4.            If
a Term Benchmark Borrowing, the Interest Period applicable thereto:1


 


5.            Location
and number of Borrower's account or other such account or accounts to which proceeds of the Borrowing are to be disbursed:


 


6.            The
Borrower hereby represents and warrants that the aggregate principal amount of all Term Loans outstanding as of the date hereof (including
the Term Loan(s) requested herein) does not exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit
Agreement.


 


7.            The
Borrower hereby represents and warrants that all of the conditions applicable to the Term Loan(s) requested herein as set forth in
the Credit Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Term Loan.


 


[Remainder of page intentionally left blank;
signature page follows]




 





 



1       Which must comply
with the definition of "Interest Period" and end not later than the applicable Term Loan Maturity Date.


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Notice of Borrowing as of the day and year first written above.


 





	 	WALKER & DUNLOP, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    -2-


     


    

 


EXHIBIT C


 


FORM OF NOTICE OF PREPAYMENT


 






    


     


    

 


NOTICE OF PREPAYMENT


 


Dated as of: _____________


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

500 Stanton Christiana Rd. 


NCC5 / 1st Floor 


Newark, DE 19713-2107

Attention: Sam Stasio 


Telephone: (302) 552-0161 


Facsimile:
12012443657@tls.ldsprod.com 


Email:
samuel.stasio@jpmchase.com with a copy to elijah.mills@chase.com


 


Ladies and Gentlemen:


 


This irrevocable Notice of Prepayment is delivered
to you pursuant to Section 2.4(a) of that certain Credit Agreement dated as of December 16, 2021 (the “Credit
Agreement”), by and among Walker & Dunlop, Inc., a Maryland corporation (the “Borrower”), the
Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized
terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.            The
Borrower hereby provides notice to the Administrative Agent that it shall repay the following [ABR Loans] and/or [Term SOFR Rate Loans]:
_____________. (Complete with an amount in accordance with Section 2.4 of the Credit Agreement.)


 


2.            The
Term Loan(s) to be prepaid consist of: [check each applicable box]


 


 ̈     the
Initial Term Loan


 


 ̈     an Incremental
Term Loan


 


3.            The
Borrower shall repay the above-referenced Term Loans on the following Business Day: ______________. (Complete with a date no earlier than
(i) the same Business Day as of the date of this Notice of Prepayment with respect to any ABR Loan and (ii) three (3) Business
Days subsequent to date of this Notice of Prepayment with respect to any Term SOFR Rate Loan.).


 


[Remainder of page intentionally left blank;
signature page follows]


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Notice of Prepayment as of the day and year first written above.


 





	 	WALKER & DUNLOP, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    -2-


     


    

 


EXHIBIT D


 


FORM OF NOTICE OF CONVERSION/CONTINUATION


 






    


     


    

 


NOTICE OF CONVERSION/CONTINUATION


 


Dated as of: _____________


 


JPMorgan Chase Bank, N.A.,

as Administrative Agent

500 Stanton Christiana Rd. 


NCC5 / 1st Floor 


Newark, DE 19713-2107

Attention: Sam Stasio 


Telephone: (302) 552-0161 


Facsimile:
12012443657@tls.ldsprod.com 


Email:
samuel.stasio@jpmchase.com with a copy to elijah.mills@chase.com


 


Ladies and Gentlemen:


 


This irrevocable Notice of Conversion/Continuation
(this “Notice”) is delivered to you pursuant to Section 3.2 of that certain Credit Agreement dated as of
December 16, 2021 (the “Credit Agreement”), by and among Walker & Dunlop, Inc., a Maryland corporation
(the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms
used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


1.       The
Term Loan to which this Notice relates is [the Initial Term Loan] [an Incremental Term Loan]. (Delete as applicable.)


 


2.      This
Notice is submitted for the purpose of: (Check one and complete applicable information in accordance with the Credit Agreement.)


 


 ̈     Converting
all or a portion of an ABR Loan into a Term SOFR Rate Loan


 


	Outstanding principal balance:	$	 
	Principal amount to be converted:	$	
	Requested effective date of conversion:	
	Requested new Interest Period:	


 


 ̈     Converting all
or a portion of a Term SOFR Rate Loan into an ABR Loan


 


	Outstanding principal balance:	$	
	Principal amount to be converted:	$	
	Last day of the current Interest Period:	
	Requested effective date of conversion:	


 


 ̈     Continuing all
or a portion of a Term SOFR Rate Loan as a Term SOFR Rate Loan


 


	Outstanding principal balance:	$	 
	Principal amount to be continued:	$	 
	Last day of the current Interest Period:	
	Requested effective date of continuation:	






	Requested new Interest Period:	


 


3.            The
Borrower hereby represents and warrants that the aggregate principal amount of all Term Loans outstanding as of the date hereof does not
exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement.


 


[Remainder of page intentionally left blank;
signature page follows]


 






    


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Notice of Conversion/Continuation as of the day and year first written above.


 





	 	WALKER & DUNLOP, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    -2-


     


    

 


EXHIBIT E


 


FORM OF OFFICER’S COMPLIANCE CERTIFICATE


 






    


     


    

 


OFFICER’S COMPLIANCE CERTIFICATE


 


Dated as of: _____________


 


The undersigned, on behalf of Walker &
Dunlop, Inc., a Maryland corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders,
each as defined in the Credit Agreement referred to below, as follows:


 


1.            This
certificate is delivered to you pursuant to Section 6.2 of that certain Credit Agreement dated as of December 16, 2021
(the “Credit Agreement”), by and among the Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.


 


2.            I
have reviewed the financial statements of the Borrower and its Subsidiaries dated as of _________________ and for the
_______________ period[s] (the “Applicable Period”) then ended and such statements fairly present
in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of
their operations and cash flows for the period[s] indicated[, subject to normal year-end adjustments and the
absence of footnotes]1.


 


3.            I
have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or caused to be made under my supervision,
a review in reasonable detail of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period
covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end
of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of
the existence of any such condition or event as of the date of this certificate [except, if such condition or event existed
or exists, describe the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take
with respect thereto].


 


4.            As
of the date of this certificate, the calculations determining the Asset Coverage Ratio are set forth on Schedule 1 (as of the “Statement
Date” set forth therein), the Borrower and its Subsidiaries (other than Excluded Subsidiaries) are in compliance with the financial
covenant contained in Section 7.14 of the Credit Agreement as of the Statement Date reflected in such schedules.2


 


5.            Attached
as Schedule 2 hereto is (a) a list of all Subsidiaries of the Borrower that identifies each Excluded Subsidiary and (b) the
related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Excluded Subsidiaries from
the related consolidated financial statements.


 


[6.     Attached
on Schedule 3 hereto is a current calculation of Excess Cash Flow for the Excess Cash Flow Period.]3


 


[Remainder of page intentionally left blank;
signature page follows]


 





 



1       Include bracketed
language only for delivery with the unaudited financial statements for the first three fiscal quarters of any fiscal year. Delete for
delivery with audited financial statements.


2        Include only
with Compliance Certificates accompanying financial statements commencing December 31, 2021


3        Include only with Compliance Certificates accompanying
financial statements commencing December 31, 2021.


 






    


     


    

 


 



 


IN WITNESS WHEREOF, the undersigned has executed
this Officer’s Compliance Certificate as of the day and year first written above.


 


	 	WALKER &
    DUNLOP, INC.
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	[Chief
    Executive Officer][Chief
	 	 	Financial Officer] [Treasurer]
	 	 	[Controller]




 






    -2- 


     


    

 


Schedule 1

to

Officer’s Compliance Certificate


 


For the Quarter/Year ended ____________ (the “Statement
Date”)


 


Section 7.14 – Minimum Asset Coverage Ratio


 


	A.	Appraised Value
    of all Qualifying Mortgage Servicing Rights of WDLLC and WD Capital as of the Statement Date:	 	$
                             
	 	 	 	 
	B.	Unrestricted
    Cash of the Credit Parties held in the United States (excluding any assets securing any Securitization Transaction Attributed Indebtedness
    or any Permitted Funding Collateral):	 	$
                             
	 	 	 	 
	C.	Consolidated
    Corporate Indebtedness as of the Statement Date:	 	 
	 	 	 	 
	 	1.	Indebtedness of the Credit Parties (including
    all Securitization Transaction Attributed Indebtedness):	 	$
                            
	 	 	 	 	 
	 	2.	Non-Recourse Indebtedness (to the extent
    not constituting Permitted Guarantees or Permitted Funding Indebtedness):	 	 

     

    $
                            

	 	 	 	 	 
	 	3.	Permitted Guarantees that are not
    Excess Permitted Guarantees:	 	$                         
	 	 	 	 	 
	 	 	a. 	Permitted Guarantees:	 	$                        
	 	 	 	 	 
	 	 	b. 	Realizable Value of assets
    securing Permitted Guarantees referred to in Line I.C.3.a:	 	$                        
	 	 	 	 	 
	 	 	c.	Lesser of Line I.C.3.a
    and Line I.C.3.b:	 	$                        
	 	 	 	 	 
	 	4.	Permitted Funding Indebtedness:	 	$                        
	 	 	 	 	 
	 	 	a. 	Permitted Funding Indebtedness:	 	$                        
	 	 	 	 	 
	 	 	b. 	Realizable Value of Permitted
    Funding Collateral securing Permitted Funding Indebtedness referred to in Line I.C.4.a:	 	$                        



 






     


     


    

 


	 	 	c.	Lesser of Line I.C.4.a
    and Line I.C.4.b:	 	$                       
	 	 	 
	 	5.	Trade payables
    incurred in the ordinary course on customary trade terms:	 	$                       
	 	 	 	 	 
	 	6.	Sum
    of Lines I.C.2, I.C.3.c, I.C.4.c and I.C.5:	 	$                       
	 	 	 	 	 
	 	7.	Consolidated
    Corporate Indebtedness (Line I.C.1 – Line I.C.6):	 	$                       
	 	 	 	 	 
	D.	(Lines I.A
    plus I.B) divided by Line I.C.7:	 	____ to 1.00
	 	 	 	 
	E.	Minimum permitted
    Asset Coverage Ratio as set forth in Section 7.14 of the Credit Agreement:	 	1.50 to 1.00
	 	 	 	 
	F.	In Compliance?	 	Yes/No


 






    -2- 


     


    

 


Schedule 2

to

Officer’s Compliance Certificate1


 


Excluded Subsidiary list and related Consolidating
Financial Statements


 


[List all Excluded Subsidiaries as of the Statement Date and Consolidating
Financial Statements]


 





 



1              For
purposes of this schedule all references to “Borrower and its Subsidiaries” (including any such references in any defined
terms used herein) shall mean “Excluded Subsidiaries and their respective Subsidiaries.”


 






     


     


    

 


Schedule 3

to

Officer’s Compliance Certificate


 


Excess
Cash Flow calculation:


 


	(1)	Excess Cash Flow for the Excess Cash Flow Period of the Borrower:	 	$                       
	 	 	 	 
	 	(a)	Net income (or loss) of the Credit Parties for such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(b)	the net income (or loss) of any Excluded Subsidiary or any Subsidiary of a Credit Party or any other Person in which any Credit Party has a joint interest with a third party for such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(c)	the amount of the net income described in (b) above that is actually paid in cash to any Credit Party during such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(d)	the net income (or loss) of any Person accrued prior to the date it becomes a Credit Party or is merged into or consolidated with a Credit Party or that Person’s assets are acquired by a Credit Party except to the extent included pursuant to the foregoing clause (b):	 	$                       
	 	 	 	 	 
	 	(e)	any gain or loss from any sale, lease, license, transfer or other disposition of Property during such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(f)	Consolidated Corporate Net Income for such Excess Cash Flow Period (calculated as the sum of lines (1)(a) and (1)(c) and excluding net income from lines (1)(b), (1)(d) and (1)(e)):	 	$                       
	 	 	 	 	 
	 	(g)	amount of all non-cash charges to the extent deducted in determining Consolidated Corporate Net Income for such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(h)	amount of tax expense deducted in determining Consolidated Corporate Net Income of the Credit Parties for such Excess Cash Flow Period to the extent it exceeds the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(i)	decreases in Working Capital for such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(j)	Line (1)(f) plus Line (1)(g) plus Line (1)(h) plus Line 1(i):	 	$                       
	 	 	 	 	 
	 	(k)	aggregate amount of cash (i) actually paid by the Credit Parties during such Excess Cash Flow Period on account of Capital Expenditures and Permitted Acquisitions (including any earnouts paid in connection with such Permitted Acquisitions) and (ii) other Investments and Restricted Payments made during such Excess Cash Flow Period (other than to the extent any such Capital Expenditures, Permitted Acquisition or other Investment or Restricted Payment that was made or is expected to be made with the proceeds of Indebtedness of the Credit Parties (other than revolving indebtedness)):	 	$                       



 






     


     


    

 


	 	(l)	aggregate amount of all principal payments of Indebtedness of any Credit Party (including (x) the principal component of payments in respect of Capital Lease Obligations and (y) the amount of any prepayment of Term Loans pursuant to Section 2.3, 2.4(b)(ii) or 2.4(b)(ii) of the Credit Agreement (to the extent the Asset Disposition or Insurance or Condemnation Event giving rise to such mandatory prepayment increased the Consolidated Corporate Net Income) (but excluding all other prepayments of Term Loans) made in cash by the Credit Parties during such Excess Cash Flow Period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder)), except to the extent financed with the proceeds of other Indebtedness of the Credit Parties (other than revolving indebtedness):	 	$                       
	 	 	 	 	 
	 	(m)	amount of all non-cash credits and other non-cash items, in each case, to the extent included in determining Consolidated Corporate Net Income for such Excess Cash Flow Period (including capitalized amounts attributable to origination of the Servicing Contract rights):	 	$                       
	 	 	 	 	 
	 	(n)	amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) by the Credit Parties in such Excess Cash Flow Period to the extent they exceed the amount of tax expense deducted in determining Consolidated Corporate Net Income for such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(o)	increases in Working Capital for such Excess Cash Flow Period:	 	$                       
	 	 	 	 	 
	 	(p)	Line (1)(k) plus Line (1)(l) plus Line (1)(m) plus Line (1)(n) plus Line (1)(o):	 	$                       
	 	 	 	 	 
	 	(q)	Line (1)(j) minus Line (1)(p) (Excess Cash Flow):	 	$                       


 






    -2- 


     


    

 


EXHIBIT F


 


FORM OF ASSIGNMENT AND ASSUMPTION


 






     


     


    

 


ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified
on the Schedules hereto and [the] [each]1 Assignee identified on the Schedules hereto as “Assignee”
or as “Assignees” (collectively, the “Assignees” and each, an “Assignee”). [It
is understood and agreed that the rights and obligations of the Assignees2
hereunder are several and not joint.]3
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the [Assignee] [respective Assignees], and [the] [each] Assignee
hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations in its capacity as a Lender under the Credit Agreement and any other 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 under the respective facilities identified below (including without limitation any guarantees included in such facilities)
and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of
the Assignor (in its capacity as a Lender) 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 (the
rights and obligations sold and assigned 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 Assignor and, except as expressly provided in this Assignment and Assumption, without representation
or warranty by the Assignor.


 


	1.	Assignor:	[INSERT NAME OF ASSIGNOR]
	 	 	 
	2.	Assignee(s):	See Schedules attached hereto
	 	 	 
	3.	Borrower:	Walker & Dunlop, Inc., a Maryland corporation
	 	 	 
	4.	Administrative Agent:	JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit Agreement:	The Credit Agreement dated as of December 16, 2021 among Walker & Dunlop, Inc., a Maryland corporation, as Borrower, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified)
	6.	Assigned Interest:	See Schedules attached hereto
	 	 	 
	[7.	Trade Date:	______________]4


 


[Remainder of Page Intentionally Left Blank]





 



1        For bracketed
language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed
language. If the assignment is to multiple Assignees, choose the second bracketed language.


2
        Select as appropriate.


3
        Include bracketed language if there are multiple Assignees.


4
        To be completed if the Assignor and the Assignees intend that the minimum assignment amount
is to be determined as of the Trade Date.


 






     


     


    

 


Effective Date: ______________ ______, 2____ [TO BE INSERTED
BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR]


 


The terms set forth in this Assignment and Assumption are hereby agreed
to:


 


	 	ASSIGNOR
	 	 
	 	[NAME
    OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ASSIGNEES
	 	 
	 	See
    Schedules attached hereto




 






    -2- 


     


    

 


[Consented
to and]5 Accepted:


 


	JPMORGAN
    CHASE BANK, N.A.,	 
	as
    Administrative Agent	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


[Consented
to:]6


 


WALKER & DUNLOP, INC., as Borrower


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 





 



5
        To be added only if the consent of the Administrative Agent is required by the terms of the
Credit Agreement.


6        To be added
only if the consent of the Borrower is required by the terms of the Credit Agreement.


 






    -3- 


     


    

 


SCHEDULE
1

to Assignment and Assumption


 


By its execution of this Schedule, the Assignee identified on the signature
block below agrees to the terms set forth in the attached Assignment and Assumption.


 


Assigned Interests:


 


	Facility Assigned1	 	Aggregate Amount
 of Term Loan
 Commitment/ 
 Term Loans for all
 Lenders2	 	Amount of Term 
 Loan Commitment/ 
 Term Loans 
 Assigned3	 	Percentage

 Assigned of 

Term Loan

 Commitment/ 

Term Loans4	 	 	CUSIP Number
	 	 	$	 	$	 		%	 	 
	 	 	$	 	$	 		%	 	 
	 	 	$	 	$	 		%	 	 



  


	 	[NAME
OF ASSIGNEE]5 
	 	[and
is an Affiliate/Approved Fund of [identify Lender]6]
	 	 
	 	By:	 
	 	 	Title:



 





 



1
        Fill in the appropriate terminology for the types of facilities under the Credit Agreement that
are being assigned under this Agreement (e.g. “Term Loan Commitment,” etc.)


2
        Amount to be adjusted by the counterparties to take into account any payments or prepayments
made between the Trade Date and the Effective Date.


3
        Amount to be adjusted by the counterparties to take into account any payments or prepayments
made between the Trade Date and the Effective Date.


4
        Set forth, to at least 9 decimals, as a percentage of the Term Loan Commitment/Term Loans of
all Lenders thereunder.


5
        Add additional signature blocks, as needed.


6        Select as appropriate.


 






     


     


    

 


ANNEX
1

to Assignment and Assumption


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1         Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the] [the relevant]
Assigned Interest, (ii) [the] [such] Assigned Interest is free and clear 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) it is [not] a Defaulting 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 the 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 the Borrower,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.


 


1.2.         Assignee[s].
[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 the requirements of an Eligible Assignee under the Credit Agreement
(subject to such consents, if any, as may be required under Section 11.9(b)(iii) of the Credit Agreement), (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of
[the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated
with respect to decisions to acquire assets of the type represented by the 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 thereto, 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 the 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, and (vii) if it is a Foreign Lender, attached
to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by [the] [such] Assignee; and (b) agrees that (i) it will, independently and without
reliance upon the 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) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender.


 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the] [each] Assigned
Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for
amounts which have accrued to but excluding the Effective Date and to [the] [the relevant] Assignee for amounts which
have accrued from and after the Effective Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by,
and construed in accordance with, the law of the State of New York.


 






    


     


    

 


EXHIBIT G-1


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(NON-PARTNERSHIP FOREIGN LENDERS)


 






     


     


    

 


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to that certain Credit
Agreement dated as of December 16, 2021 (the “Credit Agreement”), by and among Walker & Dunlop, Inc.,
a Maryland corporation, as Borrower (the “Borrower”), the lenders who are or may become a party thereto, as Lenders, and JPMorgan
Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto
in the Credit Agreement.


 


Pursuant to the provisions of Section 3.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the Term Loan(s) (as
well as any Term Loan Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (b) it is
not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent (10%) shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code, (d) it is not a controlled foreign corporation related
to the Borrower as described in Section 881(c)(3)(C) of the Code and (e) no payments under any Loan Document are effectively
connected with its conduct of a U.S. trade or business.


 


The undersigned has furnished the Administrative
Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing
this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, or if a lapse in time
or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned
shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative
Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower
or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do
so and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent 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 (2) calendar years preceding such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


Date: __________ ____, 20__


 






     


     


    

 


EXHIBIT G-2


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(NON-PARTNERSHIP FOREIGN PARTICIPANTS)


 






     


     


    

 


U.S.
TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to that certain Credit
Agreement dated as of December 16, 2021 (the “Credit Agreement”), by and among Walker & Dunlop, Inc.,
a Maryland corporation, as Borrower (the “Borrower”), the lenders who are or may become party a thereto, as Lenders,
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned
thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 3.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record and beneficial owner of the participation
in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (c) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the
Code, (d) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code and (e) no payments under any Loan Document are effectively connected with its conduct of a U.S. trade or business.


 


The undersigned has furnished its participating
Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E (or any successor form). By executing this certificate,
the undersigned agrees that (a) if the information provided on this certificate changes, or if a lapse in time or change in circumstances
renders the information on this certificate obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform such
Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation
reasonably requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so and (b) the undersigned
shall 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 (2) calendar years preceding such payments.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


Date: __________ ____, 20__


 






     


     


    

 


EXHIBIT G-3


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOREIGN PARTICIPANT PARTNERSHIPS)


 






     


     


    

 


U.S.
TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to that certain Credit
Agreement dated as of December 16, 2021 (the “Credit Agreement”), by and among Walker & Dunlop, Inc.,
a Maryland corporation, as Borrower (the “Borrower”), the lenders who are or may become party thereto, as Lenders,
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned
thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 3.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the participation in respect of
which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation,
(c) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption
on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of the Code, (d) none
of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent (10%) shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code, (e) none of its direct or indirect partners/members that
is claiming the portfolio interest exemption is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code and (f) no payments under any Loan Document are effectively connected with the conduct of a U.S. trade or business by the
undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest exemption on behalf of itself or
any of its beneficial owners.


 


The undersigned has furnished its participating
Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is
claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS Form W-8BEN-E
or IRS Form W-8IMY, as applicable. By executing this certificate, the undersigned agrees that (i) if the information provided
on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired
or inaccurate in any respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated
certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify
such Lender in writing of its legal ineligibility to do so and (ii) the undersigned shall 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 (2) calendar years preceding such payments.


 


[NAME OF PARTICIPANT]


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


Date: __________ ____, 20__


 






     


     


    

 


EXHIBIT G-4


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(FOREIGN LENDER PARTNERSHIPS)


 






     


     


    

 


U.S.
TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to that certain Credit
Agreement dated as of December 16, 2021 (the “Credit Agreement”), by and among Walker & Dunlop, Inc.,
a Maryland corporation, as Borrower (the “Borrower”), the lenders who are or may become party thereto, as Lenders,
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned
thereto in the Credit Agreement.


 


Pursuant to the provisions of Section 3.11
of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Term Loan(s) (as well
as any Term Loan Note(s) evidencing such Term Loan(s)) in respect of which it is providing this certificate, (b) its direct
or indirect partners/members are the sole beneficial owners of such Term Loan(s) (as well as any Term Loan Note(s) evidencing
such Term Loan(s)), (c) neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio
interest exemption on behalf of itself or any of its beneficial owners is a bank within the meaning of Section 881(c)(3)(A) of
the Code, (d) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent
(10%) shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (e) none of its direct or indirect
partners/members that is claiming the portfolio interest exemption is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code and (f) no payments under any Loan Document are effectively connected with the conduct
of a U.S. trade or business by the undersigned or any of its direct or indirect partners/members that is claiming the portfolio interest
exemption on behalf of itself or any of its beneficial owners.


 


The undersigned has furnished the Administrative
Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members
that is claiming the portfolio interest exemption on behalf of itself or any of its beneficial owners: an IRS Form W-8BEN, IRS
Form W-8BEN-E or IRS Form W-8IMY, as applicable. By executing this certificate, the undersigned agrees that (i) if the
information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate
obsolete, expired or inaccurate in any respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in
writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including
any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative
Agent in writing of its legal ineligibility to do so and (ii) the undersigned shall have at all times furnished the Borrower and
the Administrative Agent 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 (2) calendar years preceding such payments.


 


[NAME OF LENDER]


 


	By:	 	 
	 	Name:	 
	 	Title:	 



 


Date: __________ ____, 20__


 






     


     


    

 


EXHIBIT H


 


FORM OF AUCTION PROCEDURES


 






     


     


    

 


AUCTION PROCEDURES


 


This outline is intended to summarize certain
basic terms of procedures with respect to certain Borrower buy-backs pursuant to and in accordance with the terms and conditions of Section 11.9(g) of
the Credit Agreement to which this Exhibit H is attached. It is not intended to be a definitive list of all of the terms and
conditions of a Dutch Auction and all such terms and conditions shall be set forth in the applicable auction procedures documentation
set for each Dutch Auction (the “Offer Documents”). None of the Administrative Agent or any investment bank of recognized
standing selected by the Borrower (the “Auction Manager”) or any of their respective Affiliates makes any recommendation
pursuant to the Offer Documents as to whether or not any Lender should sell by assignment any of its Term Loans pursuant to the Offer
Documents (including, for the avoidance of doubt, by participating in the Dutch Auction as a Lender) or whether or not the Borrower should
purchase by assignment any Term Loans from any Lender pursuant to any Dutch Auction. Each Lender should make its own decision as to whether
to sell by assignment any of its Term Loans and, if so, the principal amount of and price to be sought for such Term Loans. In addition,
each Lender should consult its own attorney, business advisor or tax advisor as to legal, business, tax and related matters concerning
any Dutch Auction and the Offer Documents. Capitalized terms not otherwise defined in this Exhibit H have the meanings assigned
to them in the Credit Agreement.


 


Summary.
The Borrower may purchase (by assignment) Term Loans on a non-pro rata basis by conducting one or more Dutch Auctions pursuant to the
procedures described herein; provided that no more than one Dutch Auction may be ongoing at any one time and no more than four Dutch Auctions
may be made in any period of four consecutive fiscal quarters of the Borrower.


 


1.            Notice
Procedures. In connection with each Dutch Auction, the Borrower will notify the Auction Manager (for distribution to the Lenders)
of the Term Loans that will be the subject of the Dutch Auction by delivering to the Auction Manager a written notice in form and substance
reasonably satisfactory to the Auction Manager (an “Auction Notice”). Each Auction Notice shall contain (i) the
maximum principal amount of Term Loans the Borrower is willing to purchase (by assignment) in the Dutch Auction (the “Auction
Amount”), which shall be no less than $1,000,000 or an integral multiple of $1,000,000 in excess of thereof, (ii) the range
of discounts to par (the “Discount Range”), expressed as a range of prices per $1,000 of Term Loans, at which the Borrower
would be willing to purchase Term Loans in the Dutch Auction and (iii) the date on which the Dutch Auction will conclude, on which
date Return Bids (as defined below) will be due at the time provided in the Auction Notice (such time, the “Expiration Time”),
as such date and time may be extended upon notice by the Borrower to the Auction Manager not less than 24 hours before the original Expiration
Time. The Auction Manager will deliver a copy of the Offer Documents to each Lender promptly following completion thereof.


 


2.            Reply
Procedures. In connection with any Dutch Auction, each Lender holding Term Loans wishing to participate in such Dutch Auction shall,
prior to the Expiration Time, provide the Auction Manager with a notice of participation in form and substance reasonably satisfactory
to the Auction Manager (the “Return Bid”) to be included in the Offer Documents, which shall specify (i) a discount
to par that must be expressed as a price per $1,000 of Term Loans (the “Reply Price”) within the Discount Range and
(ii) the principal amount of Term Loans, in an amount not less than $1,000,000, that such Lender is willing to offer for sale at
its Reply Price (the “Reply Amount”); provided that each Lender may submit a Reply Amount that is less than
the minimum amount and incremental amount requirements described above only if the Reply Amount equals the entire amount of the Term Loans
held by such Lender at such time. A Lender may only submit one Return Bid per Dutch Auction, but each Return Bid may contain up to three
component bids, each of which may result in a separate Qualifying Bid (as defined below) and each of which will not be contingent on any
other component bid submitted by such Lender resulting in a Qualifying Bid. In addition to the Return Bid, a participating Lender must
execute and deliver, to be held by the Auction Manager, an assignment and acceptance in the form included in the Offer Documents which
shall be in form and substance reasonably satisfactory to the Auction Manager and the Administrative Agent (the “Auction Assignment
and Acceptance”). The Borrower will not purchase any Term Loans at a price that is outside of the applicable Discount Range,
nor will any Return Bids (including any component bids specified therein) submitted at a price that is outside such applicable Discount
Range be considered in any calculation of the Applicable Threshold Price (as defined below).


 






     


     


    

 


3.            Acceptance
Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Manager, the Auction Manager, in consultation with
the Borrower, will calculate the lowest purchase price (the “Applicable Threshold Price”) for the Dutch Auction within
the Discount Range for the Dutch Auction that will allow the Borrower to complete the Dutch Auction by purchasing the full Auction Amount
(or such lesser amount of Term Loans for which the Borrower has received Qualifying Bids). The Borrower shall purchase (by assignment)
Term Loans from each Lender whose Return Bid is within the Discount Range and contains a Reply Price that is equal to or less than the
Applicable Threshold Price (each, a “Qualifying Bid”). All Term Loans included in Qualifying Bids received at a Reply
Price lower than the Applicable Threshold Price will be purchased at a purchase price equal to the applicable Reply Price and shall not
be subject to proration. If a Lender has submitted a Return Bid containing multiple component bids at different Reply Prices, then all
Term Loans of such Lender offered in any such component bid that constitutes a Qualifying Bid with a Reply Price lower than the Applicable
Threshold Price shall also be purchased at a purchase price equal to the applicable Reply Price and shall not be subject to proration.


 


4.            Proration
Procedures. All Term Loans offered in Return Bids (or, if applicable, any component bid thereof) constituting Qualifying Bids equal
to the Applicable Threshold Price will be purchased at a purchase price equal to the Applicable Threshold Price; provided that
if the aggregate principal amount of all Term Loans for which Qualifying Bids have been submitted in any given Dutch Auction equal to
the Applicable Threshold Price would exceed the remaining portion of the Auction Amount (after deducting all Term Loans purchased below
the Applicable Threshold Price), the Borrower shall purchase the Term Loans for which the Qualifying Bids submitted were at the Applicable
Threshold Price ratably based on the respective principal amounts offered and in an aggregate amount up to the amount necessary to complete
the purchase of the Auction Amount. For the avoidance of doubt, no Return Bids (or any component thereof) will be accepted above the Applicable
Threshold Price.


 


5.            Notification
Procedures. The Auction Manager will calculate the Applicable Threshold Price no later than the 5th Business Day after
the date that the Return Bids were due. The Auction Manager will insert the amount of Term Loans to be assigned and the applicable settlement
date determined by the Auction Manager in consultation with the Borrower onto each applicable Auction Assignment and Acceptance received
in connection with a Qualifying Bid. Upon written request of the submitting Lender, the Auction Manager will promptly return any Auction
Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid.


 


6.            Additional
Procedures. Once initiated by an Auction Notice, the Borrower may withdraw a Dutch Auction by written notice to the Auction Manager
no later than 24 hours before the original Expiration Time so long as no Qualifying Bids have been received by the Auction Manager at
or prior to the time the Auction Manager receives such written notice from the Borrower. Any Return Bid (including any component bid thereof)
delivered to the Auction Manager may not be modified, revoked, terminated or cancelled; provided that a Lender may modify a Return
Bid at any time prior to the Expiration Time solely to reduce the Reply Price included in such Return Bid. However, a Dutch Auction shall
become void if the Borrower fails to satisfy one or more of the conditions to the purchase of Term Loans set forth in, or to otherwise
comply with the provisions of Section 11.9(g) of the Credit Agreement to which this Exhibit H is attached. The purchase
price for all Term Loans purchased in a Dutch Auction shall be paid in cash by the Borrower directly to the respective assigning Lender
on a settlement date as determined by the Auction Manager in consultation with the Borrower (which shall be no later than ten (10) Business
Days after the date Return Bids are due), along with accrued and unpaid interest (if any) on the applicable Term Loans up to the settlement
date. The Borrower shall execute each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid.


 






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All questions as to the form of documents and validity
and eligibility of Term Loans that are the subject of a Dutch Auction will be determined by the Auction Manager, in consultation with
the Borrower, and the Auction Manager’s determination will be conclusive, absent manifest error. The Auction Manager’s interpretation
of the terms and conditions of the Offer Document, in consultation with the Borrower, will be final and binding.


 


None of the Administrative Agent, the Auction Manager,
any other Agent or any of their respective Affiliates assumes any responsibility for the accuracy or completeness of the information concerning
the Borrower, the Subsidiaries or any of their Affiliates contained in the Offer Documents or otherwise or for any failure to disclose
events that may have occurred and may affect the significance or accuracy of such information.


 


The Auction Manager acting in its capacity as such
under a Dutch Auction shall be entitled to the benefits of the provisions of Article X, Section 11.3 and Section 11.23
of the Credit Agreement to the same extent as if each reference therein to the “Administrative Agent” were a reference to
the Auction Manager, each reference therein to the “Loan Documents” were a reference to the Offer Documents, the Auction Notice
and Auction Assignment and Acceptance and each reference therein to the “Transactions” were a reference to the transactions
contemplated hereby and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager
in order to enable it to perform its responsibilities and duties in connection with each Dutch Auction.


 


This Exhibit H shall not require the
Borrower or any Subsidiary to initiate any Dutch Auction, nor shall any Lender be obligated to participate in any Dutch Auction.


 






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