REVOLVING CREDIT AGREEMENT

$500,000,000

REVOLVING CREDIT AGREEMENT

Dated as of December 17, 2018

as amended by

Amendment No. 1 on December 16, 2019,

Amendment No. 2 on December 15, 2020,

Amendment No. 3 on September 1, 2021,

Amendment No. 4 on January 25, 2022 and

Amendment No. 5 on August 23, 2023

Among

TCG CAPITAL MARKETS L.L.C.

TCG SENIOR FUNDING L.L.C.

as Borrowers ,

THE LENDERS PARTY HERETO

and

MIZUHO BANK, LTD.,

as Administrative Agent

MIZUHO BANK, LTD.,

as Sole Lead Arranger and Sole Bookrunner

Exhibit 10.18

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS
SECTION 1.01 Defined Terms ........................................................................................................................	1
SECTION 1.02 Terms Generally .....................................................................................................................	19
SECTION 1.03 Accounting Terms; GAAP; Calculation of Debt to Equity Ratio ..........................................	20
SECTION 1.04 Divisions .................................................................................................................................	20
ARTICLE II THE COMMITMENTS
SECTION 2.01 The Loans ...............................................................................................................................	20
SECTION 2.02 Letter of Credit Facility ..........................................................................................................	22
SECTION 2.03 Fees .........................................................................................................................................	25
SECTION 2.04 Changes of Commitments ......................................................................................................	26
SECTION 2.05 Concerning Several and Not Joint Liability of the Borrowers ...............................................	27
SECTION 2.06 Reserved .................................................................................................................................	27
SECTION 2.07 Benchmark Replacement Rate Setting ...................................................................................	27
ARTICLE III PAYMENTS
SECTION 3.01 Repayment ..............................................................................................................................	33
SECTION 3.02 Interest ....................................................................................................................................	33
SECTION 3.03 [Reserved] ...............................................................................................................................	34
SECTION 3.04 Interest Rate Determinations ..................................................................................................	34
SECTION 3.05 Voluntary Conversion or Continuation of Loans ...................................................................	35
SECTION 3.06 Prepayments of Loans ............................................................................................................	35
SECTION 3.07 Payments; Computations; Etc. ................................................................................................	36
SECTION 3.08 Sharing of Payments, Etc. .......................................................................................................	37
SECTION 3.09 Increased Costs .......................................................................................................................	38
SECTION 3.10 Illegality ..................................................................................................................................	39
SECTION 3.11 Taxes .......................................................................................................................................	39
SECTION 3.12 Break Funding Payments ........................................................................................................	41
SECTION 3.13 Mitigation Obligations; Replacement of Lenders ...................................................................	41
SECTION 3.14 Defaulting Lenders .................................................................................................................	42
ARTICLE IV CONDITIONS PRECEDENT
SECTION 4.01 Closing Conditions .................................................................................................................	44
SECTION 4.02 Conditions Precedent to Each Borrowing and Issuance .........................................................	46
ARTICLE V REPRESENTATIONS AND WARRANTIES
SECTION 5.01 Representations and Warranties .............................................................................................	46

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ARTICLE VI COVENANTS
SECTION 6.01 Affirmative Covenants ...........................................................................................................	49
SECTION 6.02 Negative Covenants ................................................................................................................	53
SECTION 6.03 Financial Covenant .................................................................................................................	58
ARTICLE VII EVENTS OF DEFAULT
SECTION 7.01 Events of Default ....................................................................................................................	58
SECTION 7.02 Investors’ Right to Cure .........................................................................................................	60
ARTICLE VIII THE ADMINISTRATIVE AGENT
SECTION 8.01 Appointment and Authority ....................................................................................................	61
SECTION 8.02 Rights as a Lender ..................................................................................................................	61
SECTION 8.03 Exculpatory Provisions ...........................................................................................................	61
SECTION 8.04 Reliance by Administrative Agent .........................................................................................	62
SECTION 8.05 Delegation of Duties ...............................................................................................................	62
SECTION 8.06 Resignation of Administrative Agent .....................................................................................	63
SECTION 8.07 Non-Reliance on Administrative Agent and Other Lenders ...................................................	63
SECTION 8.08 Administrative Agent Indemnification ...................................................................................	63
SECTION 8.09 No Other Duties; Etc. .............................................................................................................	64
ARTICLE IX MISCELLANEOUS
SECTION 9.01 Amendments, Etc. ...................................................................................................................	64
SECTION 9.02 Notices, the Borrowers as Administrative Borrowers, Etc. ....................................................	64
SECTION 9.03 No Waiver; Remedies; Setoff .................................................................................................	67
SECTION 9.04 Expenses; Indemnity; Damage Waiver ..................................................................................	67
SECTION 9.05 Binding Effect, Successors and Assigns .................................................................................	68
SECTION 9.06 Assignments and Participations ..............................................................................................	68
SECTION 9.07 GOVERNING LAW; JURISDICTION; ETC. ..................................................................	71
SECTION 9.08 Severability .............................................................................................................................	72
SECTION 9.09 Counterparts; Effectiveness; Execution ..................................................................................	72
SECTION 9.10 Survival ...................................................................................................................................	72
SECTION 9.11 Waiver of Jury Trial ...............................................................................................................	72
SECTION 9.12 Confidentiality ........................................................................................................................	73
SECTION 9.13 No Fiduciary Relationship ......................................................................................................	73
SECTION 9.14 Headings .................................................................................................................................	74
SECTION 9.15 USA PATRIOT Act ................................................................................................................	74
SECTION 9.16 Judgment Currency .................................................................................................................	74
SECTION 9.17 European Monetary Union .....................................................................................................	74
SECTION 9.18 Acknowledgement Regarding Any Supported QFCs .............................................................	76

Page

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ANNEXES

Annex A Concentration Percentages

SCHEDULES

Schedule I Lenders and Commitments

EXHIBITS

Exhibit A Form of Note

Exhibit B Form of Guarantee and Security Agreement

Exhibit C Form of Notice of Borrowing

Exhibit D Form of Assignment and Assumption

Exhibit E-1 Form of Tax Statement for Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income

Tax Purposes

Exhibit E-2 Form of Tax Statement for Non-U.S. Participants That Are Not Partnerships For U.S. Federal

Income Tax Purposes

Exhibit E-3 Form of Tax Statement for Non-U.S. Participants That Are Partnerships For U.S. Federal Income

Tax Purposes

Exhibit E-4 Form of Tax Statement for Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax

Purposes

Exhibit F Form of Trial Balances

Page

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REVOLVING CREDIT AGREEMENT dated as of December 17, 2018 (as amended or otherwise

modified from time to time, this “ Agreement ”) among TCG Capital Markets L.L.C., a Delaware limited liability

company (as a “ Borrower ”, and “ TCG ”), TCG Senior Funding L.L.C., a Delaware limited liability company (as a

“ Borrower ” and “ TCG SF ”, and together with TCG, the “ Borrowers ”), each of the Lenders (as defined below), and

MIZUHO BANK, LTD, as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”).

WHEREAS, the Borrowers have requested the Lenders to extend credit in the form of Loans at any time

and from time to time prior to the 2027 Termination Date in an aggregate principal amount at any time outstanding

not in excess of the Aggregate Facility Amount.

WHEREAS, the Borrowers have requested the Issuing Lenders to issue letters of credit in an aggregate face

amount at any time outstanding not in excess of $100,000,000.

NOW, THEREFORE, the Lenders are willing to extend to the Borrowers, and the Issuing Lenders are

willing to issue letters of credit for the account of Xxxxxxxxx, in each case, on the terms and subject to the conditions

set forth herein.  Accordingly, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms .  As used in this Agreement, the following terms shall have the following

respective meanings:

“ 2024 Availability Period ” means the period from and including the Business Day following the

Amendment No. 5 Effective Date to but excluding the earlier of the 2024 Termination Date and the date of

termination of the 2024 Tranche Commitments in accordance with the terms hereof.

“ 2024 Termination Date ” means August 21, 2024, provided that if such date is not a Business Day, the

2024 Termination Date shall be the immediately preceding Business Day.

“ 2024 Tranche Commitment” means, with respect to each 2024 Tranche Lender, the commitment of such

2024 Tranche Lender to make 2024 Tranche Revolving Loans to the Borrowers under Section 2.01(a)(i) and

purchase participations in L/C Exposure in an aggregate amount at any one time outstanding up to the amount set

forth opposite such 2024 Tranche Lender’s name on Schedule I or, if such 2024 Tranche Lender has entered into an

Assignment and Assumption, set forth for such 2024 Tranche Lender in the Register, as such amount may be

reduced pursuant to Section 2.04(b). The aggregate principal amount of the 2024 Tranche Commitments on the

Amendment No. 5 Effective Date is $200,000,000.

“ 2024 Tranche Lender ” means a Lender with a 2024 Tranche Commitment or holding 2024 Tranche

Revolving Loans.

“ 2024 Tranche Revolving Borrowing ” means a Borrowing comprised of 2024 Tranche Revolving Loans.

“ 2024 Tranche Revolving Credit Exposure ” means, with respect to any 2024 Tranche Lender at any time,

and without duplication, the sum of the outstanding principal amount of such 2024 Tranche Lender’s 2024 Tranche

Revolving Loans and such 2024 Tranche Lender’s Total Commitment Percentage of the aggregate L/C Exposure.

“ 2024 Tranche Revolving Loan ” means a Loan made by a 2024 Tranche Lender pursuant to Section

2.01(a)(i).  Each 2024 Tranche Revolving Loan shall be (i) a SOFR Loan denominated in Dollars, (ii) a

Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan denominated in Dollars.

“ 2027 Availability Period ” means the period from and including the Business Day following the Closing

Date to but excluding the earlier of the 2027 Termination Date and the date of termination of the 2027 Tranche

Commitments in accordance with the terms hereof.

“ 2027 Termination Date ” means September 1, 2027, provided that if such date is not a Business Day, the

2027 Termination Date shall be the immediately preceding Business Day.

“ 2027 Tranche Commitment” means, with respect to each 2027 Tranche Lender, the commitment of such

2027 Tranche Lender to make 2027 Tranche Revolving Loans to the Borrowers under Section 2.01(a)(ii) and

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purchase participations in L/C Exposure in an aggregate amount at any one time outstanding up to the amount set

forth opposite such 2027 Tranche Lender’s name on Schedule I or, if such 2027 Tranche Lender has entered into an

Assignment and Assumption, set forth for such 2027 Tranche Lender in the Register, as such amount may be

reduced pursuant to Section 2.04(b). The aggregate principal amount of the 2027 Tranche Commitments on the

Amendment No. 5 Effective Date is $300,000,000.

“ 2027 Tranche Lender ” means a Lender with a 2027 Tranche Commitment or holding 2027 Tranche

Revolving Loans.

“ 2027 Tranche Revolving Borrowing ” means a Borrowing comprised of 2027 Tranche Revolving Loans.

“ 2027 Tranche Revolving Credit Exposure ” means, with respect to any 2027 Tranche Lender at any time,

and without duplication, the sum of the outstanding principal amount of such 2027 Tranche Lender’s 2027 Tranche

Revolving Loans and such 2027 Tranche Lender’s Total Commitment Percentage of the aggregate L/C Exposure.

“ 2027 Tranche Revolving Loan ” means a Loan made by a 2027 Tranche Lender pursuant to Section

2.01(a)(ii).  Each 2027 Tranche Revolving Loan shall be (i) a SOFR Loan denominated in Dollars, (ii) a

Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan denominated in Dollars.

“ ABR ” means a fluctuating interest rate per annum which shall at any time be the higher of:

(a) the rate of interest established by the Administrative Agent as its Prime Rate in effect at

its principal office in New York, New York; and

(b) 1/2 of 1.00% per annum above the Federal Funds Rate; and

(c) Adjusted Term SOFR in effect on such day for a one-month Interest Period plus 1.00%.

Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate or Adjusted Term SOFR

shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate or

Adjusted Term SOFR, respectively.

The prime rate (the “ Prime Rate ”) is a rate established by MHCB based upon various factors including

MHCB’s costs and desired return, general economic conditions and other factors, and is used as a reference point for

pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such rate

established by MHCB shall take effect at the opening of business on the day specified by MHCB of such change. In

no event shall the ABR for any ABR Loan be less than 0%.

“ ABR Loan ” means, at any time, a Loan which bears interest at rates based upon the ABR.

“ Adjusted Term SOFR ” means, for purposes of any calculation and subject to the provisions of Section

2.07(a), the rate per annum equal to (a) Term SOFR for such calculation plus (b)  the Term SOFR Adjustment;

provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR

shall be deemed to be the Floor.

“ Administrative Agent ” has the meaning specified in the introduction hereto.

“ Administrative Agent’s Account ” means, with respect to any Currency, the account of the Administrative

Agent for such Currency most recently designated by it as such by notice to the Borrowers and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the

Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly or indirectly Controls or

is Controlled by or is under common Control with such specified Person.

“ Aggregate Facility Amount ” means, at any time, the aggregate amount of the Commitments then in effect. 

The initial Aggregate Facility Amount was $250,000,000.  As of the Amendment No. 5 Effective Date, the

Aggregate Facility Amount is $500,000,000.

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“ Alternate Currency ” means the Euro, British Pounds Sterling and any other currency approved by the

Administrative Agent, each Issuing Lender and each Lender that is freely convertible into Dollars and available to

be borrowed in the interbank market in London.

“ Alternate Currency Equivalent ” means, on any date, with respect to any amount denominated in a given

currency, the amount of Alternate Currency that would be required to purchase such amount of such given currency

at or about 11:00 a.m., Local Time, on such date, for delivery two Business Days later, as  determined by the

Administrative Agent on the basis of the spot selling rate for the offering of such given currency for Alternate

Currency in the Principal Financial Center for the applicable given currency, all  determinations thereof by the

Administrative Agent to be conclusive and binding on the parties in the absence of manifest error.

“ Amendment No. 3 Effective Date ” means September 1, 2021.

“ Amendment No. 4 Effective Date ” means January 25, 2022.

“ Amendment No. 5 Effective Date ” means August 23, 2023.

“ Applicable Commitment Percentage ” means (a) with respect to any 2024 Tranche Lender, at any time, the

percentage of the aggregate 2024 Tranche Commitments  represented by such Xxxxxx’s 2024 Tranche

Commitments; provided that if the 2024 Tranche Commitments have terminated or expired, the Applicable

Commitment Percentage of such 2024 Tranche Lender shall equal the percentage of aggregate outstanding 2024

Tranche Revolving Loans and L/C Exposure held by such Lender and if there is no outstanding 2024 Tranche

Revolving Loans and L/C Exposure, the Applicable Commitment Percentage shall be determined based upon the

2027 Tranche Commitments most recently in effect, giving effect to any assignments and (b) with respect to any

2027 Tranche Lender, at any time, the percentage of the aggregate 2027 Tranche Commitments  represented by such

Lender’s 2027 Tranche Commitments; provided that if the 2027 Tranche Commitments have terminated or expired,

the Applicable Commitment Percentage of such 2027 Tranche Lender shall equal the percentage of aggregate

outstanding 2027 Tranche Revolving Loans and L/C Exposure held by such Lender and if there is no outstanding

2027 Tranche Revolving Loans and L/C Exposure, the Applicable Commitment Percentage shall be determined

based upon the 2027 Tranche Commitments most recently in effect, giving effect to any assignments.

“ Applicable Lending Office ” means, with respect to any Lender, such Xxxxxx’s Domestic Lending Office

in the case of an ABR Loan or a SOFR Loan and such Xxxxxx’s Eurocurrency Lending Office in the case of a

Eurocurrency Loan.

“ Applicable Margin ” means:

(a) with respect to Category I Borrowings; (i) 2.00% with respect to SOFR Loans, (ii) 2.00% with

respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR Loans,

(b) with respect to Category II Borrowings; (i) 2.00% with respect to SOFR Loans, (ii) 2.00% with

respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR Loans,; provided that the Applicable

Margin with respect to any Category II Borrowing outstanding for more than six months from the earlier of

the date of such Borrowing and the date of the Category V Borrowing that was converted to such

Borrowing shall be increased by (x) 0.50% per annum on the date that is six months after the earlier of the

date of such Borrowing and the date of the Category V Borrowing that was converted to such Borrowing

and (y) an additional 0.75% per annum on each six month anniversary thereafter,

(c) with respect to Category III Borrowings and Category IV Borrowings; (i) 2.00% with respect

to SOFR Loans, (ii) 2.00% with respect to Eurocurrency Loans and (iii) 1.00% with respect to ABR

Loans,; provided that the Applicable Margin with respect to any Category III Borrowing or Category IV

Borrowing outstanding for more than six months the earlier of the date of such Borrowing and the date of

the Category V Borrowing that was converted to such Borrowing shall be increased by (x) 0.50% per

annum on the date that is six months after the earlier of the date of such Borrowing and the date of the

Category V Borrowing that was converted to such Borrowing and (y) an additional 1.00% per annum on

each six month anniversary thereafter, and

(d) with respect to Category V Borrowings; (i) 1.50% with respect to SOFR Loans, (ii) 1.50%

with respect to Eurocurrency Loans and (iii) 0.50% with respect to ABR Loans; provided that any Category

V Borrowing outstanding for more than 45 days shall automatically be converted to the Borrowing

Category that otherwise would have applied based upon the type of transaction being financed pursuant to

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the definition of “Category V Borrowing” and, after such date, the Applicable Margin with respect to such

Borrowing Category shall apply to such Borrowing.

“ 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 .

“ 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 9.06(b)) and accepted by the

Administrative Agent, substantially in the form of Exhibit D or any other form approved by the Administrative

Agent.

“ 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.

“ Borrowers ” and “ Borrower ” have the respective meanings specified in the heading hereof.

“ Borrowing ” means a borrowing consisting of simultaneous Loans of the same Type made by the Lenders

to the Borrowers pursuant to Section 2.01.

“ Borrowing Category ” means a Category I Borrowing, a Category II Borrowing, a Category III Borrowing,

a Category IV Borrowing, or a Category V Borrowing.

“ Broker-Dealer Subsidiary ” means any direct or indirect registered broker-dealer Subsidiary of any

Borrower.  For the avoidance of doubt, TCG is not a Broker-Dealer Subsidiary.

“ Business Day ” means (a) a day on which commercial banks are not authorized by law or required to close

in New York City, (b) if such day relates to a SOFR Loan, a day that is a U.S. Government Securities Business Day,

(c) if such day relates to a Borrowing of, or a payment or prepayment of principal of or interest on or an Interest

Period for a Eurocurrency Loan denominated in an Alternate Currency (other than Euros), or a notice with respect

thereto, that is also a day on which commercial banks and foreign exchange markets settle payments in the Principal

Financial Center for such Currency, and (d) if such day relates to a Borrowing of, or a payment or prepayment of

principal of or interest on or an Interest Period for, a Eurocurrency Loan denominated in Euros, or a notice with

respect thereto, that is also a Target Operating Day (as defined in Section 9.17).

“ Capital Lease Obligations ” of a 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) Property which obligations are required to be

classified and accounted for as a capital lease 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; provided that the

adoption or issuance of any accounting standards after the Closing Date will not cause any obligations under any

lease that were not or would not have been Capital Lease Obligations prior to such adoption or issuance to be

deemed Capital Lease Obligations.

“ Cash Equivalents ” means:

(a) securities issued or unconditionally guaranteed by the United States government or any

agency or instrumentality thereof, in each case having maturities of not more than 12 months from the date

of acquisition thereof;

(b) securities issued by any state of the United States or any political subdivision of any such

state or any public instrumentality thereof or any political subdivision of any such state or any public

instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof

and, at the time of acquisition, having an investment grade rating generally obtainable from either S&P or

Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, then from another

nationally recognized rating service);

(c) commercial paper issued by any Lender or any bank holding company owning any

Lender;

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(d) commercial paper maturing no more than 12 months after the date of creation thereof

and, at the time of acquisition, having a rating of at least A-1 or P-1 from either S&P or Xxxxx’x (or, if at

any time neither S&P nor Xxxxx’x shall be rating such obligations, an equivalent rating from another

nationally recognized rating service);

(e) certificates of deposit or bankers’ acceptances, having a rating of at least A-1 or P-1 from

either S&P or Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such obligations, an

equivalent rating from another nationally recognized rating service), maturing no more than one year after

the date of acquisition thereof issued by any Lender or any other bank having combined capital and surplus

of not less than $200,000,000 in the case of domestic banks and $100,000,000 (or the Dollar Equivalent

thereof) in the case of foreign banks;

(f) repurchase agreements with a term of not more than 90 days for underlying securities of

the type described in clauses (a), (b) and (e) above entered into with any bank meeting the qualifications

specified in clause (e) above or securities dealers of recognized national standing;

(g) marketable short-term money market and similar funds having a rating of at least A-1 or

P-1 from either S&P or Xxxxx’x (or, if at any time neither S&P nor Xxxxx’x shall be rating such

obligations, an equivalent rating from another nationally recognized rating service);

(h) shares of investment companies that are registered under the Investment Company Act of

1940 and substantially all the investments of which are one or more of the types of securities described in

clauses (a) through (g) above; and

(i) in the case of any non-U.S. organized Subsidiary or investment made in a country outside 

the United States, other customarily utilized high-quality investment in the country where such non-U.S.

organized Subsidiary is located or in which such investment is made and of a type analogous to the

foregoing.

“ Category I Borrowing ” means a Borrowing made or a Letter of Credit issued for general corporate

purposes or to finance the working capital needs of any Borrower or any Subsidiary of any Borrower, including

financing the regulatory capital requirements of TCG and any Broker-Dealer Subsidiary.

“ Category II Borrowing ” means a Borrowing made or a Letter of Credit issued to finance obligations of

any Borrower or any Subsidiary of any Borrower relating to any Senior Debt Transaction.

“ Category III Borrowing ” means a Borrowing made or a Letter of Credit issued to finance obligations of

any Borrower or any Subsidiary of any Borrower relating to a Subordinated Debt Transaction.

“ Category IV Borrowing ” means a Borrowing made or a Letter of Credit issued to finance obligations of

any Borrower or any Subsidiary of any Borrower relating to an Equity Bridge Transaction.

“ Category V Borrowing ” means a Borrowing made to finance any Borrower’s, or any Subsidiary of any

Borrower’s, facilitation of a debt capital markets “fronting” arrangement pursuant to which such Borrower or such

Subsidiary is acting as the initial purchaser or lender of a debt instrument that has been reserved by such Borrower

or such Subsidiary for purchase by another Person from whom an order has been received and such arrangement

involves terms that are customary in the market for “fronting” transactions (and such Borrowing, for the avoidance

of doubt, shall not be deemed to be outstanding under any other Borrowing Category unless such Borrowing remains

outstanding for 45 days after the date on which such Borrowing was initially made, at which time the outstanding

amount of such Borrowing shall be converted to, and deemed to be outstanding under, the Borrowing Category that

otherwise would have applied based upon the type of transaction being financed); provided that only the portion of a

Borrowing constituting such “fronting” arrangement may be deemed a Category V Borrowing, with the portion not

constituting such “fronting” arrangement being allocated to such other applicable Borrowing Category.  On or prior

to the making of a Borrowing any portion of which constitutes a Category V Borrowing, the applicable Borrower

shall deliver the certificate required pursuant to Section 4.02(e), which shall specify the “fronting” portion of such

Borrowing and the applicable Borrowing Category for any portion that is not a “fronting” portion.

“ Change in Law ” means the occurrence, after the date of this Agreement, of the adoption of any law, rule,

regulation or treaty, or of any change in applicable law, rule, regulation or treaty or in the administration,

interpretation or application thereof by any Governmental Authority having jurisdiction or the making or issuance of

any request, guideline or directive (whether or not having the force of law) by any Governmental Authority;

provided that notwithstanding anything herein to the contrary, (a) the Xxxx-Xxxxx Xxxx Street Reform and

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Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection

therewith and (b) 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 or issued; provided , further , that any increased costs associated with a

Change in Law based on the foregoing clauses (a) and/or (b) may only be imposed to the extent the relevant Lender

or Issuing Lender, as applicable, imposes the same charges generally on other similarly situated borrowers under

comparable credit facilities.

“ Change of Control ” means, and shall be deemed to have occurred if, Sponsor or its Affiliates shall at any

time not own, directly or indirectly, beneficially and of record, (i) more than 66 2/3% of the voting power of the

outstanding Voting Shares of any Borrower and (ii) at least 66 2/3% of the outstanding Equity Interests of any

Borrower.

“ Class ”, when used in reference to (a) any Loan or Borrowing, refers to whether such Loans, or the Loans

comprising such Borrowing, are 2024 Tranche Revolving Loans or 2027 Tranche Revolving Loans and (b) any

Lender, refers to whether such Lender is a 2024 Tranche Lender or a 2027 Tranche Lender.

“ Closing Date ” means December 17, 2018.

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

“ Collateral ” shall mean, collectively, all of the “Collateral” as defined in the Guarantee and Security

Agreement and all other property of whatever kind and nature subject or purported to be subject from time to time to

a Lien under any Security Document.

“ Commitments ” means, as to each Lender, such Xxxxxx’s 2024 Tranche Commitment and 2027 Tranche

Commitment.

“ Commitment Termination Date ” means the 2024 Termination Date or the 2027 Termination Date, as

applicable.

“ Competitor ” has the meaning assigned to such term in the definition of “Disqualified Institutions.”

“ Concentration Percentages ” has the meaning specified in Annex A .

“ Continuation ,” “ Continue ” and “ Continued ” refer to a continuation of Eurocurrency Loans or SOFR

Loans from one Interest Period to the next Interest Period pursuant to Section 3.05(b).

“ Control ” of a Person means the possession, directly or indirectly, of the power to direct or cause the

direction of the management or policies of such Person, whether through the ability to exercise voting power, by

contract or otherwise, and “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Convert ,” “ Conversion ” and “ Converted ” refer to a conversion of Loans of one Type into Loans of the

other Type pursuant to Section 3.04 or Section 3.05.

“ Covered Party ” has the meaning specified in Section 9.18.

“ Cure Right ” has the meaning specified in Section 7.02(a).

“ Currencies ” means, collectively, Dollars and the Alternate Currencies.

“ Debt to Equity Ratio ” means, with respect to any Borrower, as of any date of determination, the ratio of

Total Debt of such Borrower to Total Equity of such Borrower.

“ Default ” means any event or condition that constitutes an Event of Default or that, with notice or lapse of

time or both, would become an Event of Default.

“ Defaulting Lender ” means, subject to Section 3.14(b), any Lender that (a) has failed to (i) fund all or any

portion of its Loans or participations in Letters of Credit within two Business Days of the date such Loans or

participations in Letters of Credit were required to be funded hereunder, or (ii) pay to the Administrative Agent, the

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Issuing Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its

participation in Letters of Credit) within two Business Days of the date when due, (b) has notified TCG, the

Administrative Agent or the Issuing Lender in writing that it does not intend to comply with its funding obligations

hereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after written

request by the Administrative Agent or TCG, to confirm in writing to the Administrative Agent and TCG that it will

comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting

Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and TCG),

or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any

bankruptcy, insolvency, reorganization or similar law, or (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 Federal Deposit Insurance Corporation or any other state or federal

regulatory authority acting in such a capacity; 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 (or the Majority Lenders to the extent that the Administrative Agent is the Defaulting Lender) that a Lender is

a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent

manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.14(b)) upon

delivery of written notice of such determination to the Administrative Agent, TCG, the Issuing Lender and each

Lender, as applicable.

“ Designated Entity ” means at any time, any corporation, partnership, limited liability company or other

entity formed or acquired after the Closing Date that is not a Borrower and of which at least a majority but less than

100% of the Voting Shares are at the time directly or indirectly owned or controlled by a Borrower or one or more

Subsidiaries of a Borrower, which has been designated in a written notice from TCG to the Administrative Agent as

a Designated Entity; provided that at the time of such designation (a) no Default or Event of Default would result

from such designation and (b) after giving pro forma effect to such designation the Debt to Equity Ratio of each

Borrower is less than or equal to 7.00 to 1.00.  TCG may, by written notice to the Administrative Agent, de-

designate any Designated Entity and thereafter such entity shall not longer constitute a Designated Entity, but only if

(a) no Default or Event of Default would result from such de-designation and (b) after giving pro forma effect to

such de-designation the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00.

“ Disqualified Equity Interests ” means any Equity Interest which, by its terms (or by the terms of any

security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening

of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests other than

Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of

the holder thereof (other than solely for Equity Interests other than Disqualified Equity Interests), in whole or in part,

(c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable

for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case of

clauses (a) through (d) above, prior to the date that is 91 days after the 2027 Termination Date.

“ Disqualified Institutions ” means (a) those banks, financial institutions and other Persons separately

identified by name in writing to the Administrative Agent on or before the Closing Date, or after the Closing Date,

with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), (b) any

other Person specifically identified by name in writing to the Administrative Agent from time to time to the extent

such person is or becomes a competitor of the Borrowers or the Borrowers’ subsidiaries (each such person, a

“ Competitor ”), (c) any Subsidiary or Affiliate of a Disqualified Institution that is reasonably identifiable on the basis

of such subsidiary’s or affiliate’s name as a Subsidiary or Affiliate of a Disqualified Institution and (d) any private

equity fund, hedge fund, non-bank entity or other alternative investment vehicle; provided that the foregoing shall

not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest

in the Loans to the extent such party was not a Disqualified Institution at the time of the applicable assignment or

participation, as the case may be; provided, for the avoidance of doubt, (1) that in no event may any Disqualified

Institution increase its hold level or be eligible to receive any additional assignments, and (2) any entity that is a

Disqualified Institution under the clauses above may not become an Eligible Assignee due to the fact that it is an

Affiliate of an existing Lender.

“ Dollar Equivalent ” means, on any date, with respect to any amount denominated in an Alternate Currency,

the amount of Dollars that would be required to purchase such amount of such Alternate Currency at or about 11:00

a.m., Local Time, on such date, for delivery two Business Days later, as determined by the Administrative Agent on

the basis of the spot selling rate for the offering of such Alternate Currency for Dollars in the Principal Financial

Center for the applicable Alternate Currency, all determinations thereof by the Administrative Agent to be

conclusive and binding on the parties in the absence of manifest error.

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“ Dollars ” and “ $ ” refers to lawful money of the United States.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its

“Domestic Lending Office” in the Administrative Questionnaire of such Lender or in the Assignment and

Assumption pursuant to which it became a Lender, or such other office of such Lender as such Lender may from

time to time specify to the Borrowers and the Administrative Agent.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of the United States, any

state thereof or the District of Columbia.

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any

other Person (other than a Disqualified Institution or a natural person) approved by the Administrative Agent and the

Issuing Lender and, unless a Specified Event of Default has occurred and is continuing, by TCG (each such approval

not to be unreasonably withheld or delayed; provided that, (x) TCG shall have absolute consent rights with regard to

any proposed assignment to a Disqualified Institution notwithstanding anything in this Agreement to the contrary

and (y) investment objectives and/or history of any proposed lender or its affiliates shall be a reasonable basis for

TCG to withhold consent); provided that (1) no approval of TCG (other than with respect to Disqualified

Institutions) shall be required in connection with the primary syndication of the Commitments and Loans to persons

(or any Affiliate or Approved Fund thereof) which TCG has previously consented to in writing (including by email),

(2) to the extent the consent of TCG is required for any assignment, such consent shall be deemed to have been

given (except with respect to Disqualified Institutions) if TCG has not responded within ten (10) Business Days of a

written request for such consent and (3) notwithstanding anything to the contrary herein, “Eligible Assignee” shall

not include at any time any Disqualified Institutions (unless consented to in writing by TCG in its sole discretion),

any Defaulting Lender, or any natural person.

“ Equity Bridge Transaction ” means an equity underwriting or commitment of a Borrower or any Subsidiary

of a Borrower.

“ Equity Contribution ” means the contribution by the Sponsor, directly or indirectly, to the Borrowers,

collectively, on or prior to the Closing Date of an aggregate amount of cash of up to $5,000,000; provided that at

least $500,000 of such aggregate amount shall be contributed to each Borrower.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited

liability company (including any securities convertible or exchangeable for such stock or interests), beneficial

interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling

the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any Person that, together with any of the Borrowers, is treated as a single

employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412

of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations

issued thereunder with respect to a Plan (other than those events for which the 30-day notice period is waived

pursuant to Department of Labor Reg. Section 4043 as in effect on the date hereof); (b) the failure of any Plan to

satisfy the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA) applicable

to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of

ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence

by any Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) the receipt by any Borrower or any of its ERISA Affiliates from the PBGC or a plan

administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to

administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates of any liability with respect

to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or

any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Borrower or any of its

ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a

Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.

“ EURIBOR Rate ” means the greater of (i) the rate per annum equal to the Euro Interbank Offered Rate as

administered by the European Money Markets Institute (or any other Person that takes over the administration of

such rate) for a period equal in length to such Interest Period, as displayed on the applicable Reuters page (or on any

successor or substitute page or service providing such quotations as determined by the Administrative Agent from

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time to time at approximately 11:00 a.m. (Brussels time) two London Banking Days prior to the commencement of

such Interest Period and (ii) 0%.

“ Euro ” has the meaning specified in Section 9.17.

“ Eurocurrency Lending Office ” means, with respect to any Lender, the office of such Lender specified as

its “Eurocurrency Lending Office” in the Administrative Questionnaire of such Lender or in the Assignment and

Assumption pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office),

or such other office of such Lender as such Lender may from time to time specify to the Borrowers and the

Administrative Agent.

“ Eurocurrency Loan ” means, at any time, a Loan which bears interest at rates based upon the Eurocurrency

Rate.

“ Eurocurrency Rate ” means, (a) for Loans denominated in British Pounds Sterling for any XXXXX Interest

Day, Daily Simple XXXXX for such XXXXX Interest Day and (b) for Loans of any Interest Period denominated in

Euro, the EURIBOR Rate for such Interest Period.

“ Events of Default ” has the meaning specified in Section 7.01.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to an Administrative

Agent or a Lender (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) Taxes that are

attributable to such recipient’s failure to comply with the requirements of Section 3.11(f), (c) with respect to a

Xxxxxx, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender with

respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which such

Xxxxxx becomes a party to this Agreement (other than pursuant to a request by the Borrowers under Section 3.13(b))

or changes its applicable lending office, except to the extent that such Xxxxxx’s assignor (if any) was entitled,

immediately prior to the assignment, or such Xxxxxx was entitled, immediately before it changed its lending office,

to receive additional amounts from either Borrower with respect to such Taxes pursuant to Section 3.11(b) and (d)

any Taxes imposed under FATCA.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or

successor version that is substantively comparable and not materially more onerous to comply with), any current or

future regulations promulgated thereunder 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 agreement, treaty or convention among Governmental Authorities (or related laws, regulations or

official administrative guidance) implementing the foregoing.

“ Federal Funds Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next

1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System

arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank

of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards,

if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the

Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Finance Subsidiary ” means TCG SF and any direct or indirect Subsidiary of any Borrower formed for the

purposes of providing financing in the Borrowers’ financing business.

“ Finance Subsidiary Debt ” means Indebtedness under any warehouse credit facility or other similar line of

credit entered into for the purpose of funding Indebtedness originated or extended by any Finance Subsidiary.

“ Financial Officer ” means the chief financial officer, principal financial officer, treasurer, controller or a

director of a Borrower.

“ Financing Transaction ” means any Equity Bridge Transaction, Senior Debt Transaction or Subordinated

Debt Transaction.

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“ Financing Transaction Borrowing ” means any Category II Borrowing, Category III Borrowing or

Category IV Borrowing.

“ FINRA ” means the Financial Industry Regulatory Authority, or any other Self-Regulatory Organization

that succeeds to the functions thereof.

“ 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 Adjusted

Term SOFR or the Eurocurrency Rate.  For the avoidance of doubt, the Floor means a rate of interest equal to

0.00%.

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

“ 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

business.

“ GAAP ” means accounting principles generally accepted in the United States as in effect from time to time.

“ Governmental Authority ” means the government of the United States, any other nation or any political

subdivision thereof, whether state, local or otherwise, and 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 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 to advance or supply funds for the purchase or payment of) such

Indebtedness 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 or (d) as an account party in respect of any letter of credit or letter of guarantee issued to support

such Indebtedness; provided that the term “Guarantee” shall not include endorsements for collection or deposit in

the ordinary course of business.  The amount of any Guarantee shall be deemed to be an amount equal to the stated

or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is

made (or, if such Guarantee is limited by its terms to a lesser amount, such lesser amount) or, if not stated or

determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing

Person in good faith.

“ Guarantee and Security Agreement ” means the Guaranty and Security Agreement dated as of the Closing

Date, among the Obligors and the Administrative Agent in substantially the form of Exhibit B, as from time to time

further amended, modified or supplemented.

“ Guarantors ” means, at any time, collectively, those Subsidiaries of the Borrowers that become a party to

the Guarantee and Security Agreement pursuant to Section 6.01(i).

“ Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement

or other derivative transaction.

“ Indebtedness ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed

money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or similar

instruments, (b) the deferred purchase price of assets or services that in accordance with GAAP would be included

as a liability on the balance sheet of such Person, (c) the face amount of all letters of credit issued for the account of

such Person and, without duplication, all drafts drawn thereunder and all direct obligations arising under bankers’

acceptances, bank guaranties, surety bonds and similar instruments, (d) all Indebtedness of any other Person secured

by any Lien on any property owned by such Person, whether or not such Indebtedness has been assumed by such

Person, (e) the principal component of all Capital Lease Obligations of such Person, (f) all obligations of such

Person under interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap

agreements, currency future or option contracts, commodity price protection agreements or other commodity price

hedging agreements and other similar agreements, (g) without duplication, all Guarantees by such Person of

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Indebtedness of others and (h) all obligations of such Person in respect of Disqualified Equity Interests, provided

that Indebtedness shall not include (i) trade and other ordinary course payables and accrued expenses arising in the

ordinary course of business, (ii) deferred or prepaid revenue and (iii) purchase price holdbacks in respect of a

portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller. 

The amount of Indebtedness of any Person for purposes of clause (d) shall be deemed to be equal to the lesser of (i)

the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby

as determined by such Person in good faith.

“ Indemnified Taxes ” means all (i) Taxes, other than Excluded Taxes, imposed on or with respect to any

payment made by or on account of any obligation of any Obligor under any Loan Document, and (ii) to the extent

not otherwise described in clause (i), Other Taxes.

“ Indemnitee ” has the meaning specified in Section 9.04(b).

“ Interest Period ” means, for any Eurocurrency Loan or SOFR Loan, the period beginning on the date such

Loan is made, or Continued or Converted from an ABR Loan, and ending on the last day of the period selected by

the Borrowers pursuant to the provisions below, and thereafter each subsequent period commencing on the last day

of the immediately preceding Interest Period therefor and ending on the last day of the period selected by the

Borrowers pursuant to the provisions below.  The duration of each Interest Period shall be one, three or six months,

as the Borrowers may select by notice to the Administrative Agent no later than 11:00 a.m. (New York time) on the

third Business Day prior to the first day of such Interest Period.

Notwithstanding the foregoing:

(v) if any Interest Period would otherwise commence before and end after the applicable

Commitment Termination Date, such Interest Period shall end on such Commitment Termination Date,

(w) each Interest Period that would otherwise end on a day that is not a Business Day shall

end on the next succeeding Business Day, unless such next succeeding Business Day would fall in the

succeeding month, in which case such Interest Period shall end on the next preceding Business Day,

(x) each Interest Period that commences on the last day of a month (or on any day for which

there is no numerically corresponding day in the appropriate subsequent month) shall end on the last

Business Day of the appropriate subsequent calendar month,

(y) Interest Periods commencing on the same day for Loans comprising part of  the same

Borrowing shall be of the same duration, and

(z) the Interest Period available for Loans denominated in British Pounds Sterling shall

solely be the XXXXX Interest Day.

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person,

whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance

or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or

interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of

assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.

“ Issuing Lender ” means MHCB, and/or any other Lender from time to time designated as an Issuing

Xxxxxx in a writing signed by such Xxxxxx, the Borrowers and the Administrative Agent (MHCB and such other

Lender being collectively referred to herein as the “Issuing Lender” unless the context otherwise requires).

“ L/C Exposure ” means, at any time, the sum of (a) the aggregate undrawn face amount of all outstanding

Letters of Credit and (b) the aggregate amount of unreimbursed L/C Payments under all outstanding Letters of

Credit (or, if applicable with respect to clauses (a) and (b), the Dollar Equivalent thereof).

“ L/C Payment ” means a payment by an Issuing Lender of a draft or demand drawn under a Letter of Credit.

“ L/C Reimbursement Obligation ” means the obligation of a Borrower to reimburse an Issuing Lender for

an L/C Payment pursuant to Section 2.02(d)(ii).

“ L/C Related Documents ” has the meaning specified in Section 2.02(c)(i).

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“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules,

guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the

interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation

or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and

permits of, and agreements with, any Governmental Authority, in each case, whether or not having the force of law.

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

“ Lender ” means each bank or other financial institution listed on the signature pages hereof and each

Person that shall become a party hereto pursuant to 9.06.

“ Letter of Credit ” has the meaning specified in Section 2.02(a)(i).

“ Letter of Credit Facility Amount ” means the lesser of (a) $100,000,000 and (b) the Aggregate Facility

Amount.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit

arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or

preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any

conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real

property, and any financing lease having substantially the same economic effect as any of the foregoing).

“ Loan ” has the meaning specified in Section 2.01(a)(ii).  Each Loan shall be (i) a SOFR Loan denominated

in Dollars, (ii) Eurocurrency Loan denominated in one or more Alternate Currencies or (iii) an ABR Loan

denominated in Dollars.

“ Loan Documents ” means, collectively, this Agreement, the Notes and each Security Document.

“ Local Time ” means (a) with respect to any Loan denominated or any payment to be made in Dollars, New

York time, and (b) with respect to any Eurocurrency Loan denominated or any payment to be made in an Alternate

Currency, the local time in the Principal Financial Center for such Alternate Currency.

“ London Banking Day ” means any day on which commercial banks are open for business (including

dealings in foreign exchange and foreign currency deposits) in London.

“ Majority Lenders ” means, at any time (a) Lenders holding more than 50% of the aggregate Commitments

of all Lenders, or (b) if any Commitments have terminated or expired, Lenders having collectively more than 50% of

the sum of (i) the aggregate amount of the unpaid principal amount of the Loans, (ii) the aggregate amount of

unexpired Commitments of all Lenders and (iii) the L/C Exposure (computed at any time, in the case of such Loans

and L/C Exposure denominated in an Alternate Currency, as the Dollar Equivalent thereof as determined by the

Administrative Agent); provided that the unused Commitments of, and the portion of the Total Credit Exposure held

or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority

Lenders.

“ Majority Tranche Lenders ” when used in reference to Lenders of any Class, means, at any time, (a)(i) in

the case of the 2024 Tranche Lenders, 2024 Tranche Lenders having 2024 Tranche Revolving Credit Exposures and

unused 2024 Tranche Commitments representing more than 50% of the sum of the aggregate 2024 Tranche

Revolving Credit Exposures and the aggregate unused 2024 Tranche Commitments at such time and (ii) in the case

of the 2027 Tranche Lenders, 2027 Tranche Lenders having 2027 Tranche Revolving Credit Exposures and unused

2027 Tranche Commitments representing more than 50% of the sum of the aggregate 2027 Tranche Revolving

Credit Exposures and the aggregate unused 2027 Tranche Commitments at such time, or (b) (i) if the 2024 Tranche

Commitments have terminated or expired, 2024 Tranche Lenders having collectively more than 50% of the sum of

(x) aggregate amount of the unpaid principal amount of the 2024 Tranche Revolving Loans and (y) L/C Exposure

(computed at any time, in the case of such 2024 Tranche Revolving Loans and L/C Exposure denominated in an

Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent) and (ii) if the 2027

Tranche Commitments have terminated or expired, 2027 Tranche Lenders having collectively more than 50% of the

sum of (x) aggregate amount of the unpaid principal amount of the 2027 Tranche Revolving Loans and (y) L/C

Exposure (computed at any time, in the case of such 2027 Tranche Revolving Loans and L/C Exposure denominated

in an Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent); provided

that the unused Commitment of, and the portion of the Total Credit Exposure held or deemed held by, any

Defaulting Lender shall be excluded for purposes of making a determination of Majority Tranche Lenders.

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“ Material Adverse Effect ” means a material adverse effect on (a) the business, financial condition,

properties or operations of the Borrowers and their respective Subsidiaries taken as a whole, (b) the ability of any

Obligor to perform any of its material obligations under any Loan Document or (c) the material rights and remedies

of, or benefits available, to the Administrative Agent or the Lenders under any Loan Document.

“ Material Foreign Subsidiary ” means any Foreign Subsidiary (inclusive of its Subsidiaries) that, as of the

last day of the fiscal quarter of the Borrowers most recently ended for which financial statements have been

delivered pursuant to Section 6.01(a)(i) or (ii), (a) generated over 25% of consolidated revenues of the Borrowers

and their respective Subsidiaries for the period of two years ended at the end of such fiscal quarter or (b) to which

more than $70,000,000 of the Aggregate Facility Amount has been funded as of such date and has been funded for

the period of six months immediately preceding such date.

“ Material Indebtedness ” means Indebtedness of the type described in clause (a) of the definition thereof

issued or incurred under any agreement or instrument in an aggregate outstanding principal amount of $25,000,000

or more.

“ Material Subsidiary ” means any Subsidiary that constitutes a “significant subsidiary” as defined under

Regulation S-X promulgated by the SEC, as in effect from time to time.

“ MHCB ” means Mizuho Bank, Ltd. or any successor thereto.

“ Moody’s ” means Xxxxx’x Investors Service, Inc. or any successor thereto.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

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

“ Non-U.S. Lender ” has the meaning specified in Section 3.11(f)(i).

“ Note ” has the meaning specified in Section 2.01(e).

“ Notice of Borrowing ” has the meaning specified in Section 2.01(b)(ii).

“ Notice of Issuance ” has the meaning specified in Section 2.02(c)(i).

“ Obligations ” means (i) all obligations of the Borrowers and the Guarantors under the Loan Documents to

pay the principal of and interest on the Loans and the L/C Reimbursement Obligations and all fees, premiums, costs,

expenses, indemnification payments and other amounts or obligations whatsoever, whether direct or indirect,

absolute or contingent, now or hereafter from time to time owing or arising under, out of, or in connection with the

Loan Documents, (ii) all other monetary obligations of the Borrowers and the Guarantors in respect of the Loans and

Letters of Credit or otherwise owed under, or pursuant to, or in connection with the Credit Agreement and each

other Loan Document, and (iii) in the case of each of the foregoing, including all interest thereon and fees and

expenses related thereto, and including any interest, expenses and other amounts accruing or arising after the

commencement of any case or proceeding with respect to any Obligor under the United States Bankruptcy Code or

any other bankruptcy or insolvency law (whether or not such interest, fees or expenses and other amounts are

allowed or allowable as a claim in whole or in part in such case or proceeding).

“ Obligors ” means, collectively, the Borrowers and the Guarantors.

“ OFAC ” has the meaning specified in Section 5.01(g).

“ Organizational Documents ” shall mean, with respect to any person, (i) in the case of any corporation, the

certificate of incorporation and by-laws (or similar documents) of such person, (ii) in the case of any limited liability

company, the certificate of formation and operating agreement (or similar documents) of such person, (iii) in the

case of any limited partnership, the certificate of formation and limited partnership agreement (or similar

documents) of such person, (iv) in the case of any general partnership, the partnership agreement (or similar

document) of such person and (v) in any other case, the functional equivalent of the foregoing.

“ Other Connection Taxes ” means, with respect to any Agent or Lender, 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

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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 Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court, documentary, intangible, recording, filing or similar

Taxes arising from any payment made under any Loan Document or from the execution, delivery, registration or

enforcement of, perfecting 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 3.13(b) ).

“ Participant ” has the meaning specified in Section 9.06(d).

“ Patriot Act ” has the meaning specified in Section 9.15.

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in Section 4002 of

XXXXX and any successor entity performing similar functions.

“ Permitted Liens ” means:

(a) Liens for taxes, assessments or governmental charges or claims not yet overdue for a

period of more than 30 days or that are being contested in good faith and by appropriate proceedings for

which appropriate reserves have been established to the extent required by and in accordance with GAAP,

or for property taxes on property that a Borrower or one of its Subsidiaries has determined to abandon if the

sole recourse for such tax, assessment, charge or claim is to such property;

(b) Liens in respect of property or assets of a Borrower or any of its Subsidiaries imposed by

law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens arising in the ordinary

course of business, in each case so long as such Liens arise in the ordinary course of business and do not

individually or in the aggregate have a Material Adverse Effect;

(c) Liens arising from judgments or decrees in circumstances not constituting an Event of

Default under 7.01(j);

(d) Liens incurred or deposits made in connection with workers’ compensation,

unemployment insurance and other types of social security, or to secure the performance of tenders,

statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-

of-money bonds and other similar obligations incurred in the ordinary course of business;

(e) ground leases in respect of real property on which facilities owned or leased by a

Borrower or any of its Subsidiaries are located;

(f) easements, rights-of-way, restrictions, minor defects or irregularities in title and other

similar charges or encumbrances not interfering in any material respect with the business of the Borrowers

and their respective Subsidiaries, taken as a whole;

(g) any interest or title of a lessor or secured by a lessor’s interest under any lease permitted

by this Agreement;

(h) Liens in favor of customs and revenue authorities arising as a matter of law to secure

payment of customs duties in connection with the importation of goods;

(i) leases, licenses, subleases or sublicenses granted to others not interfering in any material

respect with the business of the Borrowers and their respective Subsidiaries, taken as a whole;

(j) Liens arising from precautionary UCC financing statement or similar filings made in

respect of operating leases entered into by a Borrower or any of its Subsidiaries;

(k) Xxxxx created in the ordinary course of business in favor of banks and other financial

institutions over credit balances of any bank accounts, brokerage accounts or commodities accounts of the

Borrowers and their respective Subsidiaries held at such banks or financial institutions, including any

accounts maintained with any clearing or settlement bank or other financial institution; and

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(l) any zoning or similar law or right reserved to or vested in any Governmental Authority to

control or regulate the use of any real property that does not materially interfere with the ordinary conduct

of the business of the Borrowers and their respective Subsidiaries, taken as a whole.

“ Permitted Subordinated Debt ” shall mean unsecured senior subordinated notes, or other unsecured senior

subordinated Indebtedness, issued by a Borrower or any Guarantor, (a) the terms of which (i) do not provide for any

scheduled repayment, mandatory redemption or sinking fund obligation prior to a date 91 days after 2027

Termination Date (other than customary offers to purchase upon a change of control, asset sale or event of loss and

customary acceleration rights after an event of default) and (ii) provide for customary subordination to the

obligations of the Obligors under the Loan Documents, (b) the covenants, events of default, guarantees, collateral

and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more

restrictive to the Borrowers and their respective Subsidiaries than those herein; provided that a certificate of a

Financial Officer of TCG is delivered to the Administrative Agent at least seven Business Days (or such shorter

period as the Administrative Agent may reasonably agree) prior to the incurrence of such Indebtedness, together

with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the

documentation relating thereto, stating that TCG has determined in good faith that such terms and conditions satisfy

the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing

requirement unless the Administrative Agent notifies TCG within such period that it disagrees with such

determination (including a reasonable description of the basis upon which it disagrees), (c) of which no Subsidiary

of the Borrowers (other than a Guarantor) is an obligor and (d) after giving pro forma effect to the issuance thereof,

the Borrowers shall be in compliance with the financial covenant set forth in Section 6.03.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association,

company, partnership, Governmental Authority or other entity.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the

provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which either

Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be

deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Pledged Equity ” has the meaning specified in the Guarantee and Security Agreement.

“ Prime Rate ” has the meaning specified in the definition of “ABR”.

“ Principal Financial Center ” means, for any Currency, the principal financial center in the country of issue

of such Currency, as reasonably determined by the Administrative Agent.

“ Property ” of any Person means any property or assets, or interest therein, of such Person.

“ QFC Credit Support ” has the meaning specified in Section 9.18.

“ Register ” has the meaning specified in Section 9.06(c).

“ Regulations T, U and X ” means, respectively, Regulations T, U and X of the Board of Governors of the

Federal Reserve System (or any successor), as from time to time amended, modified or supplemented.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors,

officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other

property) with respect to any capital stock or other Equity Interest of any Person, or any payment (whether in cash,

securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,

retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account

of any return of capital to any Person’s stockholders, partners or members (or the equivalent Person thereof).

“ Rule 15c3-1 ” means Rule 15c3-1 of the General Rules and Regulations promulgated by the SEC under the

Exchange Act (17 CFR 240, 15c3-1), as from time to time amended, modified or supplemented, or such other rule or

regulation of the SEC which replaces Rule 15c3-1.

“ S&P ” means Standard & Poor’s Rating Services or any successor thereto.

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“ Sanctions ” has the meaning specified in Section 5.01(g).

“ Sanctioned Country ” has the meaning specified in Section 5.01(g).

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to the

principal functions thereof.

“ Secured Creditors ” means, collectively, the Lenders (including each Issuing Lender) and the

Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their

respective successors and assigns.

“ Secured Hedging Agreement ” means any Hedging Agreement between either Borrower or any other

Obligor and a counterparty that is (or is an Affiliate of) the Administrative Agent or a Lender as of the Closing Date

or at the time such Hedging Agreement is entered into, provided that, in the case of any Hedging Agreement entered

into with an Affiliate of any Lender, (x) such Hedging Agreement has been designated to the Administrative Agent

and the Lenders by written notice from the Borrowers as being a Secured Hedging Agreement and (y) such person

shall have delivered to the Administrative Agent a letter agreement in form and substance acceptable to the

Administrative Agent pursuant to which such person (i) appoints the Administrative Agent as its agent under the

applicable Loan Documents and (ii) agrees to be bound by the provisions of Article VIII , Section 9.04 and Section

9.07 as if it were a Lender.

“ Secured Obligations ” has the meaning assigned to such term in the Guarantee and Security Agreement.

“ Security Documents ” shall mean the Guarantee and Security Agreement, each Control Agreement (as

defined in the Guarantee and Security Agreement) and any other such security document, pledge agreement,

instrument or document utilized to pledge or grant or purport to pledge or grant a security interest or lien on any

property as collateral for the Secured Obligations.

“ Self-Regulatory Organization ” has the meaning assigned to such term in Section 3(a)(26) of the Exchange

Act.

“ Senior Debt Transaction ” means (i) a senior debt underwriting or commitment of a Borrower or any

Subsidiary of a Borrower or (ii) a payment of a Borrower or any Subsidiary of a Borrower under a fronting or

participation arrangement permitted under Section 6.02(a)(x) related to senior debt.

“ SIPA ” means the Securities Investor Protection Act of 1970, as from time to time amended, modified or

supplemented.

“ SIPC ” means the Securities Investor Protection Corporation established pursuant to SIPA or any other

corporation succeeding to the principal functions thereof.

“SOFR ” means a rate equal to the secured overnight financing rate as administered by the SOFR

Administrator.

“SOFR Administrator ” means the Federal Reserve Bank of New York (or a successor administrator of the

secured overnight financing rate).

“SOFR Borrowing ” means, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan ” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than

pursuant to clause (c) of the definition of “ABR”.

“ Solvent ” and “ Solvency ” mean, with respect to any Person, that as of the Closing Date, (a) (i) the sum of

such Person’s debts (including contingent liabilities) does not exceed the present fair saleable value of such Person’s

present assets; (ii) such Person’s capital is not unreasonably small in relation to its business as contemplated on the

Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts

including current obligations beyond its ability to pay such debts as they become due (whether at maturity or

otherwise); and (b) such Person is “solvent” within the meaning given that term and similar terms under applicable

laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent

liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at

such time, represents the amount that can reasonably be expected to become an actual or matured liability

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(irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial

Accounting Standard No. 5).

“ Specified Event of Default ” means an Event of Default of the kind referred to in Section 7.01(a), Section

7.01(b), Section 7.01(g) or Section 7.01(h).

“ Sponsor ” means The Carlyle Group Inc.

“ Subordinated Debt Transaction ” means (i) a subordinated debt underwriting or commitment of a Borrower

or any Subsidiary of a Borrower or (ii) a payment of a Borrower or any Subsidiary of a Borrower under a fronting or

participation arrangement permitted under Section 6.02(a)(x) related to subordinated debt.

“ Subordinated FINRA Loan ” means a subordinated loan from TCG SF to TCG for purposes of meeting

regulatory capital requirements that is made pursuant to terms and documentation required by FINRA.

“ Subordinated Indebtedness ” means any Permitted Subordinated Debt or any other Indebtedness the terms

of which provide for customary subordination in right of payment to the obligations of a Borrower or any of its

Subsidiaries, as applicable, under this Agreement and the other Loan Documents.

“ Subsidiary ” means, at any time, any corporation, partnership, limited liability company or other entity of

which at least a majority of the Voting Shares are at the time directly or indirectly owned or controlled by a

Borrower or one or more Subsidiaries of a Borrower; provided that no Designated Entity shall be a Subsidiary.

“ Supported QFC ” has the meaning specified in Section 9.18.

“ Target Operating Day ” has the meaning specified in Section 9.17(a). 

“ Taxes ” means all present and future taxes, duties, levies, imposts, assessments, deductions, withholdings

(including backup withholding) or similar fees or charges imposed by any Governmental Authority, including  any

interest, additions to tax or penalties with respect thereto.

“ TCG ” has the meaning specified in the introduction hereto.

“ TCG SF ” has the meaning specified in the introduction hereto.

“ Term SOFR ” means,

(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor

comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”)

that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is

published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any

Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been

published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR

Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as

published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for

which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as

such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government

Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a

tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S.

Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator;

provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the

Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a

Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR

will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first

preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was

published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business

Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR SOFR Determination

Day

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“ Term SOFR Adjustment ” means a percentage equal to (x) 0.11448% (11.448 basis points) for an Interest

Period of one month, (y) 0.26161% (26.161 basis points) for an Interest Period of three months and (z) 0.42826%

(42.826 basis points) for an Interest Period of six months.

“ Term SOFR Administrator ” means CME Group Benchmark Administration Limited (CBA) (or a

successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable

discretion).

“ Term SOFR Reference Rate ” means  the forward-looking term rate based on SOFR.

“ Total Commitment Percentage ” means, with respect to any Lender, at any time, the percentage of the

Aggregate Facility Amount represented by such Xxxxxx’s Commitments; provided that if any Commitments of such

Lender have terminated or expired, the Total Commitment Percentages with respect to such Commitments shall

equal the percentage of aggregate outstanding Loans of the applicable Class and L/C Exposure held by such Lender

and if there is no outstanding Loans of such Class and L/C Exposure, the Total Commitment Percentage with respect

to such Commitments shall be determined based upon the Commitments most recently in effect, giving effect to any

assignments.

“ Total Credit Exposure ” means, at any time, the sum of (a) the aggregate outstanding principal amount of

the Loans (being the Dollar Equivalent thereof in the case of Eurocurrency Loans denominated in an Alternate

Currency) plus (b) the aggregate outstanding L/C Exposure.

“ Total Debt ” means, with respect to any Borrower at any date, (a) all Indebtedness of such Borrower of the

types described in clause (a), clause (c) (but, in the case of clause (c), only to the extent of any unreimbursed

drawings under any letter of credit) and clause (e) of the definition thereof actually owing by such Borrower and/or

its Subsidiaries on such date to the extent appearing on the consolidated balance sheet of such Borrower determined

in accordance with GAAP ( provided that the amount of any Capital Lease Obligations or any such Indebtedness

issued at a discount to its face value shall be determined in accordance with GAAP) minus (b)the aggregate cash and

Cash Equivalents included on the consolidated balance sheet of such Borrower as at such date to the extent the use

thereof for application to the payment of Indebtedness is not prohibited by law or any contract to which such

Borrower or any Subsidiary is a party; provided that for the purposes of this definition, Indebtedness shall not

include (i) any Finance Subsidiary Debt, (ii) any liabilities includable solely based on the application of FAS 140 or

FIN 46(R) and (iii) any Indebtedness of any Designated Entity.

“ Total Equity ” means, with respect to any Borrower as of any date of determination, (a) such Xxxxxxxx’s

consolidated partners’ capital (or stockholders’ equity, as the case may be) measured on a GAAP basis, minus (b)

the sum of (i) any declared but unpaid distribution or dividend to such Borrower’s members (or any other equity

holders) and (ii) any loans or advances made to such Borrower’s members (or any other equity holders); provided

that Total Equity shall not include such Borrower’s members’ capital (or stockholders’ equity, as the case may be)

attributable to any Designated Entity.

“ Type ” refers to whether a Loan is an ABR Loan, a SOFR Loan or a Eurocurrency Loan.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York; provided that, if

perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is

governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC”

means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the

provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ United States ” or “ U.S. ” means the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.02(d)(iii).

“ U.S. Special Resolution Regimes ” has the meaning specified in Section 9.18.

“U.S. Government Securities Business Day ” means any day except for (a) a Saturday, (b) a Sunday or (c) 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.

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“ Voting Shares ” means, with respect to any Person, such Person’s Equity Interests having the right to vote

for the election of directors, or other individuals performing similar functions, of such Person under ordinary

circumstances.

“ Wholly-Owned Domestic Subsidiary ” means a Domestic Subsidiary that is a Wholly-Owned Subsidiary.

“ Wholly-Owned Subsidiary ” means, with respect to any Person, any Subsidiary of which all of the Equity

Interests (other than, in the case of a corporation, directors’ qualifying shares) are directly or indirectly owned or

controlled by such Person or one or more Wholly-Owned Subsidiaries of such Person or by such Person and one or

more Wholly-Owned Subsidiaries of such Person.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial

withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

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

SECTION 1.02 Terms Generally .  The definitions of terms herein shall apply equally to the singular and

plural forms of the terms defined.  In the computation of periods of time from a specified date to a later specified

date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding.”  The

words “include,” “includes” and “including” shall be deemed in each case to be followed by the phrase “without

limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the

context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein

shall be construed in each case as referring to such agreement, instrument or other document as from time to time

amended, modified or supplemented, supplemented or otherwise modified (subject to any restrictions on such

amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be

construed in each case to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and

“hereunder,” and words of similar import shall be construed in each case to refer to this Agreement in its entirety

and not to any particular provision hereof, and (d) 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. For the

avoidance of doubt, references in Articles VIII and IX to the Lenders shall include in each case the Issuing Lender,

unless the context otherwise requires.

SECTION 1.03 Accounting Terms; GAAP; Calculation of Debt to Equity Ratio . 

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall

be construed in accordance with GAAP, as in effect from time to time; provided that if TCG notifies the

Administrative Agent that it requests an amendment to any provision hereof to eliminate the effect of any change

occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the

Administrative Agent notifies TCG that the Majority Lenders request an amendment to any provision hereof for

such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the

application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied

immediately before such change shall have become effective until such notice shall have been withdrawn or such

provision amended in accordance herewith.

(b) Calculation of the Debt to Equity Ratio shall be based on relevant information in the financial

statements and asset schedules delivered pursuant to Sections 6.01(a)(i), (ii) and (vi) giving pro forma effect to such

information where appropriate; provided that the amount of Total Debt shall be the amount outstanding as of the

date of determination after giving effect to the incurrence of any Indebtedness on such date of determination.

SECTION 1.04 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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ARTICLE II

THE COMMITMENTS

SECTION 2.01 The Loans . 

(a) (i)  Each 2024 Tranche Lender severally agrees, on and subject to the terms and conditions of

this Agreement, to make loans to the Borrowers under this Section 2.01(a)(i) (each, a “ 2024 Tranche

Revolving Loan ”) from time to time on any Business Day during the 2024 Availability Period, in an

aggregate principal amount that will not result in (x) such Lender’s 2024 Tranche Revolving Credit

Exposure exceeding such Lender’s 2024 Tranche Commitment or (y) the 2024 Tranche Revolving Credit

Exposure of all Lenders exceeding the aggregate 2024 Tranche Commitments.

(ii) Each 2027 Tranche Lender severally agrees, on and subject to the terms and conditions of

this Agreement, to make loans to the Borrowers under this Section 2.01(a)(ii) (each, a “ 2027 Tranche

Revolving Loan ” and, together with the 2024 Tranche Revolving Loans, the “ Loans ”) from time to time on

any Business Day during the 2027 Availability Period, in an aggregate principal amount that will not result

in (x) such Lender’s 2027 Tranche Revolving Credit Exposure exceeding such Lender’s 2027 Tranche

Commitment or (y) the 2027 Tranche Revolving Credit Exposure of all Lenders exceeding the aggregate

2027 Tranche Commitments.

(iii) ABR Loans shall be denominated in Dollars, SOFR Loans shall be denominated in

Dollars and Eurocurrency Loans shall be denominated in one or more Alternate Currencies.

(iv) Anything in this Agreement to the contrary notwithstanding, (A) the Total Credit

Exposure shall not at any time exceed the then Aggregate Facility Amount, (B) the total 2024 Tranche

Revolving Credit Exposures shall not exceed the aggregate 2024 Tranche Commitments, (C) the total 2027

Tranche Revolving Credit Exposures shall not exceed the aggregate 2027 Tranche Commitments, and (D)

the obligation of the Lenders to make Loans is subject to the Concentration Percentages.

(v) Within such limits, the Borrowers may from time to time borrow under this Section 2.01,

prepay Loans in whole or in part pursuant to Section 3.06(a) and reborrow under this Section 2.01.

(vi) The Borrowers shall not be co-borrowers with respect to each Borrowing, and shall be

severally and not jointly liable for all obligations and liabilities with respect thereto in accordance with

Sections 2.05.

(b) Borrowing Procedure . 

(i) Each Borrowing shall be in a minimum amount of $5,000,000 in the case of a Borrowing

of SOFR Loans or Eurocurrency Loans, or $1,000,000, in the case of a Borrowing of ABR Loans, or in

each case an integral multiple of $1,000,000 in excess thereof (or, in the case of a Borrowing denominated

in an Alternate Currency, the Alternate Currency Equivalent thereof, rounded to the nearest 1,000 units of

such Alternate Currency), and shall be made on notice by the requesting Borrower to the Administrative

Agent not later than 11:00 a.m. (New York time) on (x) the third Business Day prior to the date of such

Borrowing in the case of a Borrowing consisting of SOFR Loans, (y) the fourth Business Day prior to the

date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Loans denominated in an

Alternate Currency or (z) on the date of such Borrowing in the case of a Borrowing consisting of ABR

Loans, and the Administrative Agent shall give each Lender prompt notice thereof.

(ii) Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be irrevocable and

binding on the Borrowers and shall be in substantially the form of Exhibit C , specifying therein the

requested (1) date of such Borrowing (which shall be a Business Day), (2) Type of Loans comprising such

Borrowing, (3) Class of Loans comprising such Borrowing, (4) the applicable Borrowing Category (or as

applicable Borrowing Categories), (5) aggregate amount of such Borrowing, stated in Dollars, and the

Currency thereof and (6) in the case of a Borrowing of SOFR Loans or Eurocurrency Loans, initial Interest

Period for such Loans.

(iii) Each Lender shall, before 1:00 p.m. (New York time) on the date of such Borrowing,

make available for the account of its Applicable Lending Office to the Administrative Agent at the

Administrative Agent’s Account, in same day funds, such Xxxxxx’s ratable portion of such Borrowing.

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(iv) After the Administrative Agent’s receipt of such funds, and subject to the satisfaction of

the applicable conditions set forth in Article IV, the Administrative Agent will make such funds available to

the requesting Borrower by promptly crediting the amounts so received, in like funds, to such account of

such Borrower as the Administrative Agent and such Borrower may agree.

(v) If the requesting Borrower fails to specify a Type of Loan in a Notice of Borrowing, then

the applicable Loans shall be made as ABR Loans.  If the requesting Borrower fails to provide a timely

notice of Conversion or Continuation with respect to a Borrowing of SOFR Loans or Eurocurrency Loans,

then such Borrower shall be deemed to have requested a Continuation with respect thereto with an Interest

Period of one month.  If the requesting Borrower requests a Borrowing of, Conversion to, or Continuation

of SOFR Loans or Eurocurrency Loans in any such Notice of Borrowing, but fails to specify an Interest

Period, it will be deemed to have specified an Interest Period of one month.  If the requesting Borrower

requests a Borrowing of, Conversion to, or Continuation of SOFR Loans or Eurocurrency Loans in any

such Notice of Borrowing, but fails to specify the Currency thereof, it will be deemed to have specified

SOFR Loans in Dollars.

(vi) After giving effect to all Borrowings, all Conversions and all Continuations, there shall

not be more than 15 Interest Periods in effect.

Notwithstanding the foregoing no Borrower shall be entitled to request, or to elect to convert or continue,

any Borrowing if the Interest Period request (i) with respect to a Borrowing of 2024 Tranche Revolving Loans

would end after the 2024 Termination Date and (ii) with respect to a Borrowing of 2027 Tranche Revolving Loans

would end after the 2027 Termination Date.

(c) Types of Loans .  Each Borrowing and each Conversion or Continuation thereof shall consist of

Loans of the same Class and Type (and, if such Loans are SOFR Loans or Eurocurrency Loans, having the same

Interest Period) made, Continued or Converted on the same day by the Lenders ratably according to their Applicable

Commitment Percentages.

(d) Accounts . 

(i) Each Lender shall maintain in accordance with its usual practice an account or accounts

evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such

Xxxxxx, including the amounts of principal and interest payable and paid to such Lender from time to time

hereunder.

(ii) The Administrative Agent shall maintain accounts in which it shall record (x) the amount

of each Loan, the Type thereof, the Borrowing Category applicable thereto and the Interest Period

applicable thereto, (y) the amount of any principal or interest due and payable or to become due and

payable from the Borrowers to each Lender hereunder and (z) the amount of any sum received by the

Administrative Agent xxxxxxxxx for the account of the Lenders and each Xxxxxx’s share thereof.

(iii) The entries made in the accounts maintained pursuant to this clause (d) shall be prima

facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of

any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any

manner affect the obligation of the Borrowers to repay the Loans made to any Borrower or make payments

for other obligations (including L/C Reimbursement Obligations) in accordance with the terms of this

Agreement.

(e) Notes .  Any Lender may, through the Administrative Agent, request that the Loans to be made by

it be evidenced by a promissory note of the Borrowers.  In such event, the Borrowers shall prepare, execute and

deliver to such Lender a promissory note payable to such Lender (or its registered assigns), substantially in the form

of Exhibit A (each, a “ Note ”), in the amount of the 2024 Tranche Commitment or the 2027 Tranche Commitment, as

applicable, of such Lender, dated the Closing Date and otherwise appropriately completed.

SECTION 2.02 Letter of Credit Facility . 

(a) Letters of Credit .

(i) Each Issuing Xxxxxx agrees, on and subject to the terms and conditions of this

Agreement, to issue one or more standby letters of credit (each, a “ Letter of Credit ”) for the account of a

Borrower from time to time on any Business Day during the period from the Closing Date until the date ten

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Business Days before the 2027 Termination Date, provided that the total L/C Exposure with respect to

Letters of Credit may not at any time exceed the Letter of Credit Facility Amount.

(ii) Letters of Credit may be denominated in Dollars or any Alternate Currency, as requested

in writing by any Borrower.

(iii) Anything in this Agreement to the contrary notwithstanding, the issuance of Letters of

Credit shall be subject to the limitations set forth in Section 2.01(a)(iv) and to the Concentration

Percentages.

(iv) Within the foregoing limits, and subject to the terms and conditions hereof, a Xxxxxxxx’s

ability to obtain Letters of Credit shall be revolving, and accordingly a Borrower may, during the period

referred to in clause (i) above, obtain Letters of Credit to replace Letters of Credit that have expired or that

have been drawn upon and reimbursed.

(v) The Borrowers shall not be co-obligors with respect to any Letter of Credit, and shall be

severally and not jointly liable for all obligations and liabilities with respect thereto in accordance with

Sections 2.05.

(b) Terms; Issuance .

(i) Each Letter of Credit shall be in a form reasonably satisfactory to the relevant Issuing

Xxxxxx and have a stated expiration date that is no later than the earlier of (x) one year after its date of

issuance and (y) three Business Days prior to the 2027 Termination Date; provided that a Letter of Credit

with a one-year tenor may provide for the renewal thereof for additional one-year periods (which shall in

no event extend beyond a date three Business Days prior to the 2027 Termination Date (except that one or

more Letters of Credit may expire up to one year after the 2027 Termination Date if each such Letter of

Credit has been cash collateralized or otherwise backstopped on terms reasonably satisfactory to the

Borrowers, the relevant Issuing Lender and the Administrative Agent)).

(ii) An Issuing Lender shall be under no obligation to issue any Letter of Credit if (A) any

order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin

or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing

Lender or any directive (whether or not having the force of law) from any Governmental Authority with

jurisdiction over such Issuing Lender shall prohibit, or direct that such Issuing Lender refrain from, the

issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such

Issuing Lender with respect to such Letter of Credit any restriction, reserve or capital requirement (for

which such Issuing Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or

shall impose upon such Issuing Lender any unreimbursed loss, cost or expense which was not applicable on

the Closing Date (for which such Issuing Lender is not otherwise compensated hereunder), or (B) the

issuance of such Letter of Credit would violate any laws binding upon such Issuing Lender.

(c) Issuance Procedure .

(i) Each Letter of Credit shall be issued upon notice, given not later than 11:00 a.m. (New

York time) on (x) in the case of a Letter of Credit denominated in Dollars, the third Business Day prior to

the proposed issuance date of such Letter of Credit or (y) in the case of a Letter of Credit denominated in an

Alternate Currency, the fourth Business Day prior to the proposed issuance date of such Letter of Credit, by

the requesting Borrower to the relevant Issuing Lender (or such shorter notice as shall be acceptable to such

Issuing Lender), with a copy to the Administrative Agent, and the Administrative Agent shall give to each

Lender prompt notice thereof by facsimile or email.  Each such notice from the requesting Borrower (a

“ Notice of Issuance ”) shall be by facsimile or email, confirmed promptly by hard copy, specifying therein

the Issuing Lender and the requested date of issuance (which shall be a Business Day) of such Letter of

Credit, its face amount and expiration date and the name and address of the beneficiary thereof, and shall

attach the proposed form thereof (or such other information as shall be necessary to prepare such Letter of

Credit).  If requested by the applicable Issuing Lender, the requesting Borrower shall supply such

application and agreement for letter of credit, in the form reasonably satisfactory to the relevant Issuing

Xxxxxx, as the relevant Issuing Lender may require in connection with such requested Letter of Credit (“ L/

C Related Documents ”) along with such other information reasonably related to the requested Letter of

Credit.

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(ii) If the proposed Letter of Credit complies with the requirements of this Section 2.02, such

Issuing Lender will, unless the Issuing Xxxxxx has received written notice from the Administrative Agent,

that one or more of the applicable conditions set forth in Article IV shall not be satisfied, make such Letter

of Credit available to the requesting Borrower as agreed with the requesting Borrower in connection with

such issuance.  In the event and to the extent that the provisions of any L/C Related Documents shall

conflict with this Agreement, the provisions of this Agreement shall govern.

(iii) Each Issuing Lender shall furnish (A) upon request of the Administrative Agent, copies

of the Letters of Credit issued by it xxxxxxxxx, and (B) to the Administrative Agent on the first Business

Day of each fiscal quarter a written report setting forth the Letters of Credit issued in Alternate Currencies,

solely for purposes of determining the Dollar Equivalent thereof.

(d) Reimbursement; Syndicate Participation .

(i) Automatically upon the issuance of each Letter of Credit, each Lender shall be deemed to

have automatically and unconditionally acquired a participation therein to the extent of such Xxxxxx’s Total

Commitment Percentage on the terms provided in this clause (d) without any further action; provided that

on the 2024 Termination Date, any participations so acquired by the 2024 Tranche Lenders that remain

outstanding as of such date shall be reallocated to the remaining Lenders ratably in accordance with such

Lender’s respective Total Commitment Percentage solely to the extent that the 2027 Termination Date has

not occurred on or prior to such date.

(ii) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under

such Letter of Credit, the relevant Issuing Lender shall notify the requesting Borrower and the

Administrative Agent thereof.  Not later than 1:00 p.m. (New York time) on the second Business Day

following any L/C Payment by an Issuing Lender (the “ Honor Date ”), the applicable Borrower agrees to

reimburse such Issuing Lender directly in an amount equal to the amount of such L/C Payment.

(iii) If the Borrowers fail to so reimburse such Issuing Lender by such date, or if any amounts

reimbursed by any Borrower are required to be returned or disgorged for any reason, such Issuing Lender

shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify each

Lender of the Honor Date, the unreimbursed amount of such L/C Payment (the “ Unreimbursed Amount ”),

and the amount of such Xxxxxx’s pro rata share thereof.  In such event, such Borrower shall be irrevocably

deemed to have requested a Borrowing of ABR Loans pro rata across the 2024 Tranche Commitment and

the 2027 Tranche Commitment to be disbursed on the Honor Date in an aggregate Dollar Equivalent

amount equal to the Unreimbursed Amount (without regard to the minimum and multiples specified in

Section 2.01(b)); provided that, notwithstanding any other provision to the contrary in this Section 2.02, no

such Borrowing of ABR Loans shall be permitted unless the Debt to Equity Ratio of each Borrower shall

be less than or equal to 7.00 to 1.00 after giving pro forma effect to such Borrowing and the conditions

specified in clauses (a) and (b) of Section 4.02 have been satisfied on or as of the date of such Borrowing.

Any notice given by an Issuing Lender or the Administrative Agent pursuant to this Section 2.02(d)(iii)

may be given by telephone if immediately confirmed in writing; provided that the lack of such an

immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(iv) Subject to the proviso in Section 2.02(d)(iii), each Lender (including any Lender acting as

an Issuing Lender) unconditionally agrees upon any notice pursuant to Section 2.02(d)(iii) to make funds

available to the Administrative Agent for the account of the relevant Issuing Lender at the Administrative

Agent’s Account in an amount equal to its Total Commitment Percentage of the Unreimbursed Amount not

later than 1:00 p.m. (New York time) on the Business Day specified in such notice by the Administrative

Agent, whereupon each Lender that so makes funds available shall be deemed to have made an ABR Loan

to the Borrowers in the Dollar Equivalent of such amount. The Administrative Agent shall remit the funds

so received to the relevant Issuing Lender.

(v) Each Borrower (on a several and not joint basis)  agrees to pay interest on the

unreimbursed amount of each L/C Reimbursement Obligation of such Borrower to the relevant Issuing

Lender, for each day from the date of the relevant L/C Payment until such L/C Reimbursement Obligation

is reimbursed or refinanced in full as herein provided, at the rate provided in Section 3.02(b)(ii).

(vi) Subject to the first proviso in Section 2.02(d)(iii), each Lender’s obligation to make the

payments provided in clause (iv) above to reimburse an Issuing Lender for any L/C Payment shall be

absolute and unconditional and shall not be affected by (A) any setoff or counterclaim which such Lender

may have against an Issuing Lender, any Borrower or any other Person, (B) the occurrence or continuance

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of a Default or any reduction or termination of the Commitments or any of them, (C) any of the matters

referred to in clause (e) below or (D) any other circumstance whatsoever.

(vii) If any Lender fails timely to make available to the Administrative Agent for the account

of an Issuing Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of

this Section 2.02, such Issuing Lender shall be entitled to recover from such Xxxxxx (acting through the

Administrative Agent), on demand, such amount with interest thereon for the period from the date such

payment is required to the date on which such payment is immediately available to such Issuing Lender at a

rate per annum equal to the Federal Funds Rate from time to time in effect (without duplication of amounts

paid by any Borrower under clause (v) above). A certificate of such Issuing Lender submitted to any

Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vii) shall

be conclusive absent manifest error.

(viii) At any time after an Issuing Lender has made an L/C Payment and has received funds

from a Lender in respect of such payment in accordance with Section 2.02, if the Administrative Agent

receives for the account of such Issuing Lender any payment in respect of the related Unreimbursed

Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of cash

collateral applied thereto by the Administrative Agent), the Administrative Agent will promptly distribute

to such Lender its pro rata share thereof in the same funds as those received by the Administrative Agent.

(e) Borrowers’ Obligations Unconditional .  The several and not joint obligation of each Borrower to

reimburse each Issuing Lender for each L/C Payment under each Letter of Credit of such Borrower shall be

absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement

under all circumstances whatsoever, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, any Loan Document or any

other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers

may have at any time against any beneficiary of such Letter of Credit (or any Person for whom any such

beneficiary may be acting), such Issuing Lender or any other Person, whether in connection with this

Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or

instrument relating thereto; or

(iii) any sight draft, demand, certificate or other document presented under such Letter of

Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being

untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document

required in order to obtain an L/C Payment under such Letter of Credit; or

(iv) any payment by such Issuing Lender under such Letter of Credit against presentation of a

sight draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment

made by such Issuing Lender under such Letter of Credit to any Person purporting to be a trustee in

bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other

representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any

arising in connection with any proceeding under any bankruptcy, insolvency, reorganization or similar law.

(f) Issuing Lender Rights .  Each Lender and each Borrower agrees that, in making any L/C Payment

under a Letter of Credit, the relevant Issuing Lender shall not have any responsibility to obtain any document (other

than any sight draft, certificate and other document expressly required by the Letter of Credit) or to ascertain or

inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering the

same.  None of the Issuing Lenders, the Administrative Agent, any of the respective Related Parties, nor any

correspondents, participants or assignees of the Issuing Lender shall be liable to any Lender for (i) any action taken

or omitted in connection herewith at the request or with the approval of the Lenders or the Majority Lenders, as

applicable, (ii) any action taken or omitted in the absence of bad faith, gross negligence or willful misconduct, or

(iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter

of Credit or L/C Related Document. None of the Issuing Lenders, the Administrative Agent, any of the respective

Related Parties, nor any correspondents, participants or assignees of the Issuing Lender, shall be liable or

responsible for any of the matters described in Section 2.02(e); provided that anything therein or elsewhere in this

Agreement to the contrary notwithstanding, the Borrowers may have a claim against an Issuing Lender, and such

Issuing Lender may be liable to the Borrowers, to the extent, but only to the extent, of any direct (as opposed to

special, indirect, consequential or punitive) damages suffered by the Borrowers which were directly caused by such

Issuing Xxxxxx’s bad faith, willful misconduct or gross negligence as determined by a final and nonappealable ruling

of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Lender may

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accept documents that appear on their face to be in order, without responsibility for further investigation, regardless

of any notice or information to the contrary.

(g) Applicability of ISP98.  Unless otherwise expressly agreed by an Issuing Lender and the

requesting Borrower when a Letter of Credit is issued, the “International Standby Practices 1998” published by the

Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of

issuance) shall apply to each Letter of Credit.

SECTION 2.03 Fees . 

(a) Agency Fee .  The Borrowers (on a several and not joint basis) agree to pay to the Administrative

Agent, for the Administrative Agent’s own account, an administrative agency fee at the times and in the amounts as

agreed in writing by TCG and the Administrative Agent.

(b) Facility Fee .  The Borrowers (on a several and not joint basis) agree to pay to the Administrative

Agent, for the account of each Lender, a fee payable in Dollars on the amount of the aggregate Commitments of

such Lender for each day during the period from the date hereof until the 2027 Termination Date, at a rate of 0.30%

per annum, payable quarterly in arrears on the entire Aggregate Facility Amount (irrespective of usage) on the last

Business Day of March, June, September and December of each year, on each Commitment Termination Date and

on the date of termination of the Commitments.

(c) Letter of Credit Fees .

(i) Each Borrower (on a several and not joint basis) agrees to pay to the Administrative

Agent, for the pro rata account of the Lenders based on their respective Total Commitment Percentages, a

commission payable in Dollars on the average daily undrawn amount of each outstanding Letter of Credit

(in Dollars or, if such Letter of Credit is an Alternate Currency Letter of Credit, the Dollar Equivalent) of

such Borrower at a rate equal to the Applicable Margin then in effect for SOFR Loans, payable quarterly in

arrears on the last Business Day of March, June, September and December of each year and on each

Commitment Termination Date, commencing on the first such date after the date hereof.

(ii) Each Borrower (on a several and not joint basis) agrees to pay to each Issuing Lender, for

the sole account of such Issuing Lender, (x) a fronting fee payable in Dollars with respect to each Letter of

Credit of such Borrower issued by such Issuing Lender, payable quarterly in arrears on the last Business

Day of each March, June, September and December and on each Commitment Termination Date, in an

amount equal to 0.125% per annum of the average daily available amount of such Letter of Credit (in

Dollars or, if such Letter of Credit is an Alternate Currency Letter of Credit, the Dollar Equivalent) and (y)

such customary fees and charges in connection with the issuance or administration of each Letter of Credit

of such Borrower issued by such Xxxxxxx Xxxxxx as may be agreed in writing between such Xxxxxxxx and

such Issuing Lender from time to time. The Issuing Lender will notify the applicable Borrower of any and

all such fees and charges payable under this Section 2.03.

(d) Other Fees .  Each Borrower (on a several and not joint basis) shall pay to the Administrative

Agent and the Lead Arranger for their own respective accounts such other fees in the amounts and at the times as

may be agreed in writing between such Xxxxxxxx and the Administrative Agent and/or the Lead Arranger.

SECTION 2.04 Changes of Commitments . 

(a) Commitment Termination Date .  The 2024 Tranche Commitment of each Lender shall be

automatically reduced to zero on the 2024 Termination Date. The 2027 Tranche Commitment of each Lender shall

be automatically reduced to zero on the 2027 Termination Date.

(b) Commitment Termination or Reduction.  (i) subject to the last sentence of this Section 2.04(b),

TCG shall have the right, upon at least three Business Days’ notice to the Administrative Agent, to terminate in

whole or reduce ratably in part the Commitments; provided that (x) each partial reduction shall be in a minimum

aggregate amount of $5,000,000 (and in minimum multiples of $1,000,000 in excess thereof) and (y) after giving

effect to such termination or reduction, (A) the Total Credit Exposure does not exceed the Aggregate Facility

Amount, (B) the total 2024 Tranche Revolving Credit Exposures does not exceed the aggregate 2024 Tranche

Commitments, (C) the total 2027 Tranche Revolving Credit Exposures does not exceed the aggregate 2027 Tranche

Commitments and (D) the L/C Exposure does not exceed the Letter of Credit Facility Amount.  Once terminated or

reduced, the Commitments may not be reinstated; and

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(i) Notice of Termination or Reduction .  The Borrowers shall notify the Administrative

Agent in writing of any election to terminate or reduce any Commitments under Section 2.04(b) by 12:00

p.m. New York City time at least one Business Day (or, in the case of a prepayment of SOFR Loans or

Eurocurrency Loans, three (3) Business Days) (or in each case such shorter period as the Administrative

Agent may agree in its sole discretion) prior to the effective date of such termination or reduction,

specifying such election and the effective date thereof.  Promptly following receipt of any such notice, the

Administrative Agent shall advise the applicable Lenders of the contents thereof.  Each notice delivered by

the Borrowers pursuant to this Section 2.04 shall be irrevocable; provided that a notice of termination of the

Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness

of any other credit facilities or the closing of any securities offering, or the occurrence of any other event

specified therein, in which case such notice may be revoked by the Borrowers (by notice to the

Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  With

respect to the effectiveness of any such other credit facilities or the closing of any such securities offering,

the Borrowers may extend the date of termination at any time with the consent of the Administrative Agent

(which consent shall not be unreasonably withheld or delayed).  Any termination or reduction of the

Commitments of any Class shall be permanent.  Each reduction of the Commitments of any Class shall be

made ratably among the Lenders in accordance with their respective Commitments of such Class, except

with respect to the Commitments of a Defaulting Lender, which the Borrowers may elect to reduce on a

non-ratable basis notwithstanding anything to the contrary herein or in any other Loan Document.

SECTION 2.05 Concerning Several and Not Joint Liability of the Borrowers .  The obligations of the

Borrowers hereunder (including in respect of the Obligations) are several and not joint.

SECTION 2.06 Reserved . 

SECTION 2.07 Benchmark Replacement Rate Setting . 

(a) If the Administrative Agent reasonably determines that for any reason, adequate and reasonable

means do not exist for determining the Benchmark for any requested Interest Period with respect to a proposed

SOFR Loan or Eurocurrency Loan or is informed by the Majority Lenders that the Benchmark for any requested

Interest Period with respect to a proposed SOFR Loan or Eurocurrency Loan does not adequately and fairly reflect

the cost to such Lenders of funding such Loan, or that deposits are not being offered to banks in the relevant

interbank market for the applicable amount and the Interest Period of such SOFR Loan or Eurocurrency Loan, the

Administrative Agent will promptly so notify TCG (for the avoidance of doubt, for purposes of this Section 2.07,

any provision requiring the consent of TCG or that TCG be notified shall not require any additional consent by TCG

SF or notification to TCG SF, as applicable) and each Lender.  Thereafter, the obligation of the Lenders to make or

maintain SOFR Loans or Eurocurrency Loans in the affected currency or currencies shall be suspended until the

Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice.  Upon receipt of such

notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of SOFR

Loans or Eurocurrency Loans or, failing that, will be deemed to have converted such request into a request for a

Borrowing of ABR Loans in the amount specified therein, and the Borrowers shall not have to pay any amounts that

would otherwise be due under Section 3.12 with respect to such revocation or conversion (or, in the case of a

pending request for a Loan denominated in an Alternate Currency, TCG, the Administrative Agent and the Lenders

may establish a mutually acceptable alternative rate).

(b) Notwithstanding anything else in this Agreement to the contrary, if at any time:

(i) (A) the Administrative Agent determines (which determination shall be conclusive absent

manifest error) that the circumstances set forth in Section 2.07(a) have arisen and such circumstances are

unlikely to be temporary or (B) the circumstances set forth in Section 2.07(a) have not arisen but the

supervisor or the administrator of such Benchmark or a Governmental Authority or an insolvency official

having jurisdiction over the supervisor or administrator, or a court or an entity with similar insolvency or

resolution authority over the supervisor or administrator, or the central bank for the currency of the relevant

Xxxxxxxxx has made a public statement or published information stating that the administrator or

supervisor (each of the foregoing, a “ Relevant Administrator ”) has ceased or will cease to use such

Benchmark for determining interest rates for loans in Dollars, Euros or British Pounds Sterling (or any

other currency, as applicable); provided that, in the case of this clause (B), at the time of such statement or

publication, there is no successor administrator that will continue to provide any Available Tenor of such

Benchmark;

(ii) a Relevant Administrator has made a public statement or published information

announcing that such Benchmark is no longer representative;

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(iii) an event has occurred that would require the existing Benchmark set forth in any non-

speculative interest rate Hedging Agreement related to the Loans to be amended by adherence to a final

protocol published by, or other amendment promulgated by, the International Swaps and Derivatives

Association, Inc. (“ ISDA ”) to facilitate the replacement of such Benchmark or if any non-speculative

interest rate Hedging Agreement related to the Loans is entered into after the Amendment No. 3 Effective

Date and is subject to ISDA Definitions amended after the Amendment No. 3 Effective Date that reflect a

replacement of such Benchmark used in this Agreement on the Amendment No. 3 Date; or

(iv) either (A) a notification is made by TCG to the Administrative Agent or (B) a notification

is made by the Administrative Agent to TCG, and XXX agrees in writing that such notification constitutes a

Benchmark Trigger Event (as defined below), in each case, that at least five currently outstanding

syndicated credit facilities of the same currency as this facility, each available for review (including by way

of availability through posting on DebtDomain, IntraLinks, Debt X, SyndTrak Online or by similar

electronic means) and identified by TCG or the Administrative Agent, as applicable, in such notice, contain

(as a result of amendment or as originally executed) as a benchmark interest rate, in lieu of Term SOFR or

the Eurocurrency Rate (or similar Benchmark) a replacement benchmark rate (each of (i) through (iv), a

“ Benchmark Trigger Event ”),

then (x) if a Benchmark Trigger Event pursuant to clause (i) of the definition thereof has occurred, the

Benchmark Replacement Rate will replace the Benchmark on the applicable Benchmark Replacement Date, with

respect to this facility, for all purposes hereunder and under any Loan Document in respect of the Benchmark, with

respect to the facility, without any amendment to, or further action or consent of any other party to, this Agreement

or any other Loan Document (it being understood that, in connection with the implementation of a Benchmark

Replacement Rate pursuant to this clause (x) , the Administrative Agent will have the right to make Benchmark

Replacement Conforming Changes from time to time (to the extent expressly provided in the definition of

“Benchmark Replacement Conforming Changes”, with the consent of TCG) 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), and (y) if a Benchmark Trigger Event pursuant to clauses (ii) – (iv) of the

definition thereof has occurred, the Administrative Agent and TCG may establish an alternate benchmark floating

rate of interest to Adjusted Term SOFR or the Eurocurrency Rate that is a Benchmark Replacement Rate, and may

enter into an amendment to this Agreement (the “ Benchmark Replacement Amendment ”) to reflect such Benchmark

Replacement Rate and such other related changes to this Agreement with respect thereto as may be applicable in

their discretion, including provisions for the Administrative Agent and TCG to allow for the adoption (without

further amendment) of a term structure and any Benchmark Replacement Conforming Changes; provided , further ,

that any Benchmark Replacement Rate implemented pursuant to this Section 2.07 shall only be implemented to the

extent it is commercially, operationally and administratively practicable for the Administrative Agent to administer

(as determined by the Administrative Agent in its sole discretion).  Notwithstanding anything to the contrary herein,

the Benchmark Replacement Amendment (i) shall become effective without any further action or consent of any

other party to this Agreement and (ii) may designate the timing of effectiveness of the Benchmark Replacement Rate

(including pursuant to the occurrence of ident