EXTENSION INCREMENTAL ASSUMPTION AGREEMENT AND TENTH AMENDMENT

Exhibit 10.1

EXTENSION INCREMENTAL ASSUMPTION AGREEMENT AND TENTH AMENDMENT

EXTENSION INCREMENTAL ASSUMPTION AGREEMENT AND TENTH AMENDMENT, dated as of January 27, 2021 (this “Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the Extending Lenders (as defined below), the Consenting Lenders (as defined below) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as issuing bank (in such capacity, the “Issuing Bank”).

W I T N E S S E T H:

WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among Holdings, the Borrower, the several lenders from time to time parties thereto (the “Lenders”), the Administrative Agent and the other agents parties thereto;

WHEREAS, the Borrower has requested (i) an extension of the maturity date of each applicable Lender’s Revolving Facility Commitment pursuant to Section 2.20 of the Credit Agreement and (ii) to modify certain other terms of the Credit Agreement in connection therewith;

WHEREAS, such extension will be established pursuant to Section 2.20(e) of the Credit Agreement by implementing an Incremental Revolving Facility Commitment for such Lender having the terms of such Extended Revolving Facility Commitment;

WHEREAS, JPMorgan Chase Bank, N.A. is the lead arranger and bookrunner for the Agreement (in such capacity, the “Lead Arranger”), and Barclays Bank PLC, Truist Bank, Xxxxxxx Xxxxx Bank USA, Credit Agricole Corporate and Investment Bank, Citizens Bank, N.A., Bank of America, N.A., BMO Capital Markets Corp. and Santander Bank, N.A. are each Extending Lenders (as defined below) and are the joint lead arrangers and joint bookrunners for the Agreement;

WHEREAS, each Lender party hereto designated as an “Extending Lender” in its signature page to this Agreement (such Lender, an “Extending Lender”) is willing to agree to the extension of the maturity date of all of its Revolving Facility Commitments and Revolving Facility Loans on the terms set forth herein and shall constitute an Extending Lender under the Credit Agreement (with each non-extending Revolving Facility Lender, a “Non-Extending Lender”); and

WHEREAS, pursuant to Section 10.08 of the Credit Agreement, Holdings, the Borrower, each Lender party hereto designated as a “Consenting Lender” in its signature page to this Agreement (such Lender, a “Consenting Lender”) wish to make certain other amendments to the Credit Agreement as set forth in Section 4 herein, with such amendments requiring the consent of the Majority Lenders under the Revolving Facility (and without the consent of the Required Lenders) as if the Revolving Facility were the only Facility under the Credit Agreement as of the date hereof.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

SECTION 1.Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

SECTION 2.Extended Revolving Facility Commitment.

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(a)The Borrower has requested an Extended Revolving Facility Commitment from each Extending Lender (the Extended Revolving Facility Commitment of such Extending Lender, the “Extended 2025 Revolving Commitments”) on the terms set forth herein and that, in connection therewith, each Extending Lender provide an Incremental Revolving Facility Commitment having the terms of such Extended 2025 Revolving Commitment. The date on which each such Extended 2025 Revolving Commitment becomes effective will be the Tenth Amendment Effective Date (as defined below). The Extended 2025 Revolving Commitment of any Extending Lender will be the amount set forth opposite such Lender on Schedule 2.01 (as amended pursuant to Section 3 hereof) to the Credit Agreement.

(b)On the Tenth Amendment Effective Date, this Agreement shall constitute an “Incremental Assumption Agreement” pursuant to Section 2.20(f) of the Credit Agreement, and each Extending Lender’s Revolving Facility Commitment existing at the time of the Tenth Amendment Effective Date will be automatically designated an Extended 2025 Revolving Commitment. For purposes of the Credit Agreement and the other Loan Documents, each Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended 2025 Revolving Commitment.

(c)The Extended 2025 Revolving Commitments, and the loans made thereunder (the “Extended 2025 Revolving Loans”), shall have the same terms and conditions as those of the Extended 2023 Revolving Commitments and the Extended 2023 Revolving Loans existing at the time of the Tenth Amendment Effective Date, except that the “Revolving Facility Maturity Date” shall mean (a) with respect to the Extended 2023 Revolving Commitments and the Extended 2023 Revolving Loans, February 8, 2023 and (b) with respect to the Extended 2025 Revolving Commitments and the Extended 2025 Revolving Loans, February 8, 2025; provided that (i) in the event the 4.875% Senior Unsecured Notes (as defined below) are not extended, refinanced or replaced by the 91st day prior to the stated maturity thereof (such 91st day, the “Springing 2023 Maturity Date,” which as of the Tenth Amendment Effective Date is, March, 2, 2023) to have a maturity date after May 10, 2025, and are not otherwise discharged, defeased or repaid prior to the Springing 2023 Maturity Date, the Revolving Facility Maturity Date with respect to the Extended 2025 Revolving Commitments and the Extended 2025 Revolving Loans will instead be the Springing 2023 Maturity Date or (ii) in the event the Term B Loans are not extended, refinanced or replaced by the 91st day prior to the stated maturity thereof (such 91st day, the “Springing 2025 Maturity Date,” which as of the Tenth Amendment Effective Date, is November 9, 2024) to have a maturity date after May 10, 2025, and are not otherwise repaid prior to the Springing 2025 Maturity Date, the Revolving Facility Maturity Date with respect to the Extended 2025 Revolving Commitments and the Extended 2025 Revolving Loans will instead be the Springing 2025 Maturity Date. As used herein, “4.875% Senior Unsecured Notes” means the Borrower’s 4.875% Senior Notes due 2023 issued pursuant to that certain Indenture, dated as of June 1, 2016, among the Borrower and certain of the Subsidiaries party thereto and the trustee named therein, as amended, restated, supplemented or otherwise modified from time to time. For the avoidance of doubt, “Revolving Facility Commitments” shall be deemed to include the Extended 2025 Revolving Commitments, “Revolving Facility Loans” shall be deemed to include the Extended 2025 Revolving Loans, and, other than payment of any Extended 2023 Revolving Loans on its applicable Revolving Facility Maturity Date (including pursuant to any reallocation described in Section 2(d) below), all payments of Revolving Facility Loans shall be made ratably between the Extended 2023 Revolving Loans and the Extended 2025 Revolving Loans.

(d)Pursuant to Section 2.20(k) of the Credit Agreement, (i) the Borrower agrees to pay or prepay in full all Swingline Loans outstanding on or prior to the date three Business Days prior to the Revolving Facility Maturity Date as applicable to any Non-Extending Lender and not borrow any

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Swingline Loans thereafter until the Business Day following such Revolving Facility Maturity Date, (ii) on such Revolving Facility Maturity Date, the participating interests of the Non-Extending Lenders in the continuing Revolving Letters of Credit shall be reallocated to the Extending Lenders ratably in proportion to their Extended 2025 Revolving Commitments (without regard to whether or not the conditions in Section 4.01 of the Credit Agreement can then be satisfied but subject to such Extended 2025 Revolving Commitments then being in effect) to the extent of the Available Unused Commitments with respect to such Extended 2025 Revolving Commitments after giving effect to all other Credit Events and prepayments on such date and (iii) on such Revolving Facility Maturity Date, to the extent the participating interests of the Non-Extending Lenders in the Revolving Letters of Credit are not then reallocated pursuant to the foregoing clause (ii), the Borrower shall provide cash collateral or a back-to-back letter of credit in respect of the non-reallocated portion as contemplated by Section 2.05(c) of the Credit Agreement. The actual or contingent participating interests of the Revolving Facility Lenders in Swingline Loans and Revolving Letters of Credit shall at all times be allocated ratably to all Revolving Facility Lenders, whether extending or non-extending, having Revolving Facility Commitments then in effect. Upon the Revolving Facility Maturity Date applicable to the Extended 2023 Revolving Commitments and the Extended 2023 Revolving Loans, the parties hereto agree that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that the Revolving Facility Loans, after giving effect to such Revolving Facility Maturity Date, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis.

(e)This Agreement constitutes notice to the Administrative Agent of the Extension and the terms of the Extended Revolving Facility Commitments pursuant to Section 2.20(i) of the Credit Agreement.

(f)Notwithstanding anything to the contrary in the Credit Agreement, on and after the Tenth Amendment Effective Date, (i) “Revolving Facility Maturity Date” shall be deemed to have the meaning set forth in Section 2(c) hereof and (ii) any other terms and provisions in the Credit Agreement shall be deemed amended to the extent necessary to reflect the existence and terms of the Extended 2025 Revolving Commitments and this Agreement.

SECTION 3.Amendment to Schedule 2.01 of the Credit Agreement. The Revolving Facility Commitments set forth in Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety by the Revolving Facility Commitments set forth in Schedule 2.01 of this Amendment.

SECTION 4.Amendments to Article VI of the Credit Agreement. Section 6.10 of the Credit Agreement is hereby amended as follows:

(a)     The table set forth in Section 6.10(a)(i) of the Credit Agreement is hereby amended and restated in its entirety with the following table:

			Fiscal Quarter Ending			Senior Secured Leverage Ratio
			June 30, 2020 and before			4.75 to 1.00
			September 30, 2020			6.50 to 1.00
			December 31, 2020			5.25 to 1.00
			March 31, 2021			5.25 to 1.00
			June 30, 2021			5.25 to 1.00
			September 30, 2021			5.00 to 1.00

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(b)     The table set forth in Section 6.10(b) of the Credit Agreement is hereby amended and restated in its entirety with the following table:

			Fiscal Quarter Ending			Senior Secured Leverage Ratio
			September 30, 2021			5.00 to 1.00
			December 31, 2021			5.00 to 1.00
			March 31, 2022			5.00 to 1.00
			June 30, 2022 and thereafter			4.75 to 1.00

(c)     The definition of “Covenant Relief Termination Date” set forth in Section 6.10(e) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Covenant Relief Termination Date” shall mean, so long as the Early Termination Date has not occurred, the earlier of (x) the date of delivery of the certificate of compliance pursuant to Section 5.04(c) of the Credit Agreement for the fiscal quarter ending September 30, 2021 demonstrating compliance with the Financial Performance Covenant as set forth in Section 6.10(a) and (y) the date of delivery of the certificate of compliance pursuant to Section 5.04(c) of the Credit Agreement demonstrating compliance with a Senior Secured Leverage Ratio of 5.00 to 1.00 for the fiscal quarter ending June 30, 2021.

SECTION 5.Effectiveness. This Agreement (including the Extended Revolving Facility Commitments provided herein) shall become effective as of the date (the “Tenth Amendment Effective Date”) on which the following conditions have been satisfied:

(a)The Administrative Agent (or its counsel) shall have received a duly executed and completed counterpart hereof that bears the signature of (i) the Borrower, (ii) Holdings, (iii) the Administrative Agent, (iv) each Extending Lender, (v) each Consenting Lender representing at least Majority Lenders under the Revolving Facility (as if the Revolving Facility were the only Facility under the Credit Agreement in accordance with Section 10.08 of the Credit Agreement) and (vi) the Issuing Bank.

(b)The Administrative Agent shall have received (i) for its own account, all fees due and payable thereto and (ii) for the account of each Extending Lender, a consent fee in an amount equal to 0.25% of such Lender’s Extended Revolving Facility Commitment.

(c)To the extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) in connection with this Agreement and any other reasonable out-of-pocket expenses required to be reimbursed or paid by the Loan Parties under the Credit Agreement or under any Loan Document.

(d)No Default or Event of Default shall have occurred and be continuing.

(e)The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to

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this Agreement, the representations and warranties set forth in Section 6 of this Agreement are true and correct in all material respects on and as of the Tenth Amendment Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Tenth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is continuing on the Tenth Amendment Effective Date after giving effect to this Agreement.

(f)The Administrative Agent shall have received, on behalf of itself, the Lenders party hereto and the Issuing Bank on the Tenth Amendment Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit Agreement, in each case (A) dated the Tenth Amendment Effective Date, (B) addressed to the Administrative Agent, the Lenders party hereto and the Issuing Bank and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement and the Loan Documents as the Administrative Agent shall reasonably request.

(g)The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii) and (iii) below:

(i)a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party;

(ii)a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Tenth Amendment Effective Date and certifying:

(A)that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the Tenth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below,

(B)that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this Agreement and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified,

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rescinded or amended and are in full force and effect on the Tenth Amendment Effective Date,

(C)that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and

(D)as to the incumbency and specimen signature of each officer executing any Loan Document (including this Agreement) or any other document delivered in connection herewith on behalf of such Loan Party; and

(iii) a certificate of a director or another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above.

(h)     The Extending Lenders shall have received a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent and signed by the Chief Financial Officer of the Borrower.

(i)     The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof.

SECTION 6.Representations and Warranties. The Borrower represents and warrants to the Lenders party hereto, the Issuing Bank and the Administrative Agent that as of the Tenth Amendment Effective Date:

(a)     This Agreement has been duly authorized, executed and delivered by it, and this Agreement and the Credit Agreement constitute its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)     Each of the representations and warranties set forth in the Loan Documents are true and correct in all material respects on and as of the Tenth Amendment Effective Date with the same effect as though made on and as of the Tenth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the Tenth Amendment Effective Date)); provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects.

(c)     No Default or Event of Default shall have occurred and be continuing.

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SECTION 7.Effect of this Agreement.

(a)Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b)On and after the Tenth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed a reference to the Credit Agreement as amended hereby. This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 8.Reaffirmation. Holdings and the Borrower hereby confirm and agree, on behalf of each of the Loan Parties, with respect to each Loan Document to which such Loan Parties are party to, that (i) all of their obligations, liabilities and indebtedness under such Loan Document shall remain in full force and effect on a continuous basis regardless of the effectiveness of this Agreement and (ii) all of the Liens and security interests created and arising under such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the effectiveness of this Agreement, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and related guarantees.

SECTION 9.General.

(a) GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b) Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement, including the reasonable fees, charges and disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, primary counsel for the Administrative Agent.

(c) Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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(d)Headings. The headings of this Agreement are used for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

(e)FATCA Grandfathered Status. Solely for purposes of determining withholding Taxes under FATCA, from and after the Tenth Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and each Extending Lender hereby authorizes the Administrative Agent to treat) the Extended Revolving Facility Commitment established hereby as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

REALOGY GROUP LLC, as Borrower

By:    /s/ Xxxxxxxxx X. Xxxxxxxxx         

Name: Xxxxxxxxx X. Xxxxxxxxx

Title: Executive Vice President, Chief Financial Officer

and Treasurer

REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings

By:    /s/ Xxxxxxxxx X. Xxxxxxxxx         

Name: Xxxxxxxxx X. Xxxxxxxxx

Title: Executive Vice President, Chief Financial Officer

and Treasurer

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

JPMORGAN CHASE BANK, N.A., as Administrative Agent, an Extending Lender, a Consenting Lender and Issuing Bank

By:    /s/ Xxxxx Xxxxxxxxx        

Name: Xxxxx Xxxxxxxxx

Title: Vice President

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

Bank of America, N.A., as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: Senior Vice President

BARCLAYS BANK PLC, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxx Xxxxxxxx

Name: Xxxxxx Xxxxxxxx

Title: Vice President

Bank of Montreal, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title: Managing Director

Citizens Bank, N.A., as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx

Title: SVP

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

COMERICA BANK, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxx X. Xxxxx

Name: Xxxxxx X. Xxxxx

Title: Senior Vice President & Group Manager

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Managing Director

By:     /s/ Xxxxxx Xxx

Name: Xxxxxx Xxx

Title: Director

Crédit Industriel et Commercial, New York Branch, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxxxx Xxxxxxxx

Name: Xxxxxxxx Xxxxxxxx

Title: Managing Director

By:     /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Managing Director

FIFTH THIRD BANK, NATIONAL ASSOCIATION, as an Extending and a Consenting Lender

By:     /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Vice President

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

FLUSHING BANK, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Senior Vice President

XXXXXXX XXXXX BANK USA, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Authorized Signatory

MUFG UNION BANK, N.A., as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxx Xxxxxxxxxx

Name: Xxxxxx Xxxxxxxxxx

Title: Managing Director

PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Senior Vice President

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

Santander Bank, NA, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxxxx XxXxxxxx

Name: Xxxxxxx XxXxxxxx

Title: Senior Vice President

Texas Capital Bank, N.A., as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Executive Vice President

Truist Bank, as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxx Xxxxxx

Name: Xxxxx Xxxxxx

Title: Director

XXXXXXX BANK, N.A., as an Extending Lender and a Consenting Lender

By:     /s/ Xxxxx X. Xxxxxxx

Name: Xxxxx X. Xxxxxxx

Title: Vice President

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

BANCO DE SABADELL, S.A., MIAMI XXXXX, as a Consenting Lender

By:     /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Head of Structured Finance Americas

BBVA USA, as a Consenting Lender

By:     /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X Xxxxxxx

Title: Senior Vice President

THE BANK OF NOVA SCOTIA, as a Consenting Lender

By:     /s/ Xxxxx Xxxxxxxxx

Name: Xxxxx Xxxxxxxxx

Title: MD & Head of CIR US Corporate Banking

Capital One, N.A., as a Consenting Lender

By:     /s/ Xxxx Xxxxx

Name: Xxxx Xxxxx

Title: Duly Authorized Signatory

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

Liberty Bank, as a Non-Extending, Consenting Lender

By:     /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx X. Xxxxxxx

Title: First Vice President

STIFEL BANK & TRUST, as a Consenting Lender

By:     /s/ Xxxxxxx X. Xxxxx

Name: Xxxxxxx X. Xxxxx

Title: Senior Vice President

THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Consenting Lender

By:     /s/ Xxxxxxx Xxxxxxxxxx

Name: Xxxxxxx Xxxxxxxxxx

Title: Authorized Signatory

TriState Capital Bank, as a Consenting Lender

By:     /s/ Xxxxx Xxxxx

Name: Xxxxx Xxxxx

Title: Senior Vice President

Signature Page to 2021 Incremental Assumption Agreement and Tenth Amendment

Schedule 2.01

Lender			Extended 2023 Revolving Commitments
Capital One, N.A.			$96,500,000.00
The Bank of Nova Scotia			$65,000,000.00
The Toronto-Dominion Bank, New York Branch			$65,000,000.00
Xxxxx Fargo Bank National Association			$65,000,000.00
MIZUHO BANK, LTD.			$50,000,000.00
REVOLVERCAP PARTNERS FUND L.P.			$44,500,000.00
BBVA USA			$32,500,000.00
Signature Bank			$25,100,000.00
Stifel Bank & Trust			$9,250,000.00
Banco De Sabadell, S.A., Miami Branch			$7,000,000.00
Liberty Bank			$6,000,000.00
Xxxxx Xxx Commercial Bank, Ltd.			$6,000,000.00
TriState Capital Bank			$4,900,000.00

Lender			Extended 2025 Revolving Commitments
JPMorgan Chase Bank, N.A.			$96,500,000.00
Bank of America, N.A.			$96,500,000.00
Barclays Bank PLC			$96,500,000.00
Citizens Bank, N.A.			$96,500,000.00
Credit Agricole Corporate and Investment Bank			$96,500,000.00
Truist Bank			$96,500,000.00
Bank of Montreal			$84,000,000.00
Santander Bank, NA			$65,000,000.00
Xxxxxxx Xxxxx Bank USA			$60,000,000.00
Comerica Bank			$32,500,000.00
Fifth Third Bank, National Association			$32,500,000.00
People’s United Bank, National Association			$32,500,000.00
MUFG Union Bank, N.A.			$25,000,000.00
Crédit Industriel et Commercial, New York Branch			$10,000,000.00
Flushing Bank			$9,250,000.00
Texas Capital Bank, N.A.			$9,250,000.00
Xxxxxxx Bank, N.A.			$9,250,000.00