Common use of Other Definitional and Interpretive Provisions Clause in Contracts

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the words "include", "includes" and "including" shall be deemed to be followed with the phrase "without limitation", (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ix) any reference herein to any person shall be construed to include such person's successors and assigns, (x) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words "“include"”, "“includes" ” and "“including" ” shall be deemed to be followed with the phrase "“without limitation"”, (iiiiv) the word "“will" ” shall be construed to have the same meaning and effect as the word "“shall"”, (ivv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vvi) the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viviii) all references to "“$" ” or "“dollars" ” refer to U.S. dollars, (viiix) any amount to be paid in "“$" ” or "“dollars" ” shall be paid in U.S. dollars, (viiix) references to a number of days shall refer to calendar days unless Business Days are otherwise specified, (xi) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ixxii) any reference herein to any person Person shall be construed to include such person's Person’s successors and assignsassigns to the extent permitted hereunder, and (xxiii) the words "“herein"”, "“hereof" ” and "“hereunder"”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all (i) All terms defined in this Agreement Agreement, the Exhibits and Schedules hereto shall have the same defined meanings when used in any certificatethe Notes, report or other document made or delivered pursuant heretounless the context shall require otherwise. 1.2.2 As (ii) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular. (iii) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the words "include", "includes" and "including" shall be deemed to be followed with the phrase "without limitation", (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ix) any reference herein to any person shall be construed to include such person's successors and assigns, (x) the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofprovisions of this Agreement. (iv) The preamble hereto is part of this Agreement. Titles of Section s in this Agreement are for convenience only, do not constitute part of this Agreement and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to neither limit nor amplify the requirements hereof at the time provisions of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, and all references in this Agreement to any statuteSection s, rule SubSection s, paragraphs, clauses, subclasses, Schedules or regulation are Exhibits shall refer to the statutecorresponding Section , rule SubSection , paragraph clause, subclause, Schedule or regulation Exhibit attached to this Agreement, unless specific reference is made to the articles, Section s or other subdivisions or divisions of such Schedule or Exhibit to or in another document or instrument. (v) Each definition of a document in this Agreement shall include such document as amended, modified, supplemented supplemented, restated, renewed or replaced extended from time to time. (vi) Except where specifically restricted, reference to a party includes that party and its successors and assigns permitted hereunder. (vii) Unless otherwise specifically stated, whenever a time is referred to in this Agreement or in any other Loan Document, such time shall be the local time in Boston, Massachusetts. (and, viii) Any list in this Agreement of one or more items preceded by the case of statutes, words “include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor “including” shall not be deemed limited to the sectionstated items but shall be deemed without limitation.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein(a) As used herein and in the other Credit Documents, all terms defined in this Agreement shall have the same defined meanings when used in and any certificate, report certificate or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requireshereto or thereto, (i) words accounting terms relating to any Obligor not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "will" “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect as the word "shall", (iv) all references and to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)any and all tangible and intangible assets and properties, including cash, Equity Interest, securities, revenues, accounts, leasehold interests and contract rights, and (v) all references to Sections agreements or Articles other Contractual Obligations shall, unless otherwise specified, be deemed to refer to Sections such agreements or Articles Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. (b) Except as otherwise expressly provided herein, all terms of this Agreement, (vi) all references to "$" an accounting or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document financial nature shall be construed in accordance with GAAP, as referring to such agreement, instrument or other document as in effect from time to time amendedtime. Notwithstanding anything to the contrary contained herein, supplemented or otherwise modified (subject all financial statements delivered hereunder shall be prepared, without giving effect to any restrictions on such amendments, supplements election under Statement of Financial Accounting Standards 159 (or modifications set forth any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. (c) The words “hereof,” “herein), (ix) any reference herein to any person shall be construed to include such person's successors ” and assigns, (x) the words "herein", "hereof" and "“hereunder", ” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (xid) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (e) The word “or” as among several clauses is not exclusive unless the context otherwise requires. (f) Any Default or Event of Default that occurs and is continuing solely as a result of a failure of any Obligor to provide to the Administrative Agent, the Collateral Agent, the Depositary Agent, a Lender Party or a FRN Holder a notice, a report, documenta budget, officer's certificate a certificate, financial statements or any other instrument required to be delivered hereunder which does not conform a similar written deliverable (collectively a “Reporting Deliverable”) prior to the requirements hereof at date set forth herein with respect thereto or the expiration of the time period specified for the delivery of delivery such Reporting Deliverable shall be deemed non-conforming and shall not relieve the person delivering to be cured upon delivery of such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are Reporting Deliverable to the statuteAdministrative Agent, rule the Collateral Agent, the Depositary Agent, such Lender Party or regulation such FRN Holder, as amendedapplicable, modified, supplemented notwithstanding that the time period for delivery of such Reporting Deliverable shall have expired or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectionpassed.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined in this Agreement shall have the same defined meanings when used in any certificate, report or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requires, (i) words in the masculine or neuter gender include the masculine, feminine and neuter genders, (ii) the terms defined in the singular shall have a comparable meaning when used in the plural and vice versa, (iii) the words "“include"”, "“includes" ” and "“including" ” shall be deemed to be followed with the phrase "“without limitation"”, (iiiiv) the word "“will" ” shall be construed to have the same meaning and effect as the word "“shall"”, (ivv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (vvi) the table of contents and the headings of the several sections of this Agreement are included for convenience only and do not in any way affect the meaning or construction of any provision therein, (vii) all references to Sections or Articles refer to Sections or Articles of this Agreement, (viviii) all references to "“$" ” or "“dollars" ” refer to U.S. dollars, (viiix) any amount references to be paid in "$" or "dollars" a number of days shall be paid in U.S. dollarsrefer to calendar days unless Business Days are otherwise specified, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixx) any reference herein to any person Person shall be construed to include such person's Person’s successors and assignsassigns to the extent permitted or authorized hereunder, and (xxi) the words "“herein"”, "“hereof" ” and "“hereunder"”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (xi) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section.

Other Definitional and Interpretive Provisions. 1.2.1 (a) Unless otherwise defined hereinspecified therein, all terms defined in this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate, report certificate or other document made or delivered pursuant heretohereto or thereto. 1.2.2 (b) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "“incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall be deemed to refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will" ” shall be construed to have the same meaning and effect as the word "“shall".” Unless the context requires otherwise, (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixi) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns, (xii) the words "herein"unless otherwise specified, "hereof" all references herein to Articles, Sections, Exhibits and "hereunder", and words of similar import, Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in its entirety and not to any particular provision hereofAgreement, and (xiiii) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (e) Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a Division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the Loan Documents (and each Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any 56 #97570842v91 (f) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5, 7.6 and 7.7 in the event that any Indebtedness, Lien, Restricted Payment, Investment or Disposition or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 7.2 (and, other than Sections 7.2(a) (in the case of statutesIndebtedness incurred on the Closing Date), 7.2(b) and 7.2(e)), 7.3 (other than Section 7.3(b)), 7.5 (other than Section 7.5(g)(ii)), 7.6 and 7.7 (other than Section 7.7(a)(A)) (each of the foregoing, a “Reclassifiable Item”), the Borrower, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses within the same such Section and will only be required to include such Reclassifiable Item (or portion thereof) in any rules and regulations promulgated one category; provided that, upon delivery of any financial statements pursuant to Section 6.1(a) or (b) following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such financial statements, have been incurred or made in reliance on any “ratio-based” basket or exception (in the case of all other Reclassifiable Items), such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the statutesuch “ratio-based” basket or exception, as applicable. It is understood and agreed that any Indebtedness, Lien, Restricted Payment, Investment, Disposition and/or Affiliate transaction need not be permitted solely by reference to one category of permitted Indebtedness, Lien, Restricted Payment, Investment, Disposition and/or Affiliate transaction under Sections 7.2, 7.3, 7.5, 7.6, 7.7 and 7.9, respectively, but may instead be permitted in part under any combination thereof or under any other available exception within the same Section. (g) and Notwithstanding anything to the contrary herein, unless the Borrower otherwise notifies the Administrative Agent, with respect to any section amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or financial test (any such amount, including any amount drawn under the Revolving Facility or any other permitted revolving facility and any cap expressed as a percentage of Consolidated Adjusted EBITDA, a “Fixed Amount”) substantially concurrently with any amount incurred or transaction entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with a financial ratio or financial test (any such amount, an “Incurrence-Based Amount”), it is understood and agreed that (i) the incurrence of the Incurrence-Based Amount shall be calculated first without giving effect to any Fixed Amount but giving full pro forma effect to the use of proceeds of such Fixed Amount and the related transactions and (ii) the incurrence of the Fixed Amount shall be calculated thereafter. Unless the Borrower elects otherwise, the Borrower shall be deemed to have used amounts under an Incurrence-Based Amount then available to the Borrower prior to utilization of any statute, rule or regulation include any successor amount under a Fixed Amount then available to the sectionBorrower. (h) To the extent this Agreement or any other Loan Document permits the Administrative Agent (including at the direction of the Required Lenders) or any other Person to grant an extension of time for the performance of any covenant, duty or obligation hereunder or thereunder, such grant of extension may, in the discretion of the Administrative Agent or such other Person, be effective retroactively. (i) To the extent this Agreement or any other Loan Document permits or requires a Borrower or “the Borrower” to submit and/or execute a notice or any other document in connection with this Agreement, such submission and/or execution may be effected by the Administrative Borrower. 57 #97570842v91

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein, all terms defined References in this Agreement to "Articles", "Sections", "Annexes", "Exhibits", or "Schedules" shall have the same defined meanings when used in any certificatebe to Articles, report Sections, Annexes, Exhibits or other document made Schedules of or delivered pursuant hereto. 1.2.2 As used in to this Agreement unless the context otherwise requires, (i) words specifically provided. Any term defined herein may be used in the masculine singular or neuter gender include the masculine, feminine and neuter genders, (ii) the words plural. "includeInclude", "includes" and "including" shall be deemed to be followed with the phrase by "without limitation". Except as otherwise specified or limited herein, (iii) the word "will" shall be construed to have the same meaning and effect as the word "shall", (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each any Person include the successors and assigns of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to such Person. References "$from" or "dollarsthrough" refer to U.S. dollarsany date mean, (vii) any amount to be paid in unless otherwise specified, "$from and including" or "dollars" through and including", respectively. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be paid made in U.S. dollarslawful money of the United States and in immediately available funds. Except as otherwise expressly provided herein, (viii) references to any definition statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or reference act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or other document shall include all schedules, exhibits, annexes and other attachments thereto. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times of day shall be construed references to daylight or standard time, as referring applicable. Any reference herein or in any other Financing Document to such agreementthe satisfaction, instrument repayment, or other document as from time payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein)the repayment of the Loans, (ixii) all costs and expenses owing to Agent and/or Lenders hereunder or under any reference herein to any person shall be construed to include such person's successors other Financing Document that have accrued and assigns, (x) the words "herein", "hereof" and "hereunder", and words are unpaid regardless of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereofwhether demand has been made therefor, and (xiiii) any report, document, officer's certificate all fees or charges that have accrued hereunder or under any other instrument required Financing Document (including fees payable pursuant to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming Section 2.2 and shall not relieve the person delivering such non-conforming reportSection 2.5(b)) and are unpaid, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, b) in the case of statutescontingent reimbursement obligations with respect to Letters of Credit, include providing cash collateral in respect thereof pursuant to Section 2.5(e), (c) the receipt by Lender of cash collateral in order to secure any rules other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys' fees and regulations promulgated under legal expenses), such cash collateral to be in such amount as Lender reasonably determines is appropriate to secure such contingent Obligations, (d) the statute) and to any section payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any statutetermination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Swap Contracts) other than (i) unasserted contingent indemnification Obligations, rule or regulation include and (ii) any successor Swap Contracts that, at such time, are allowed by the applicable secured party to remain outstanding without being required to be repaid, and (e) the sectiontermination of all of the Revolving Loan Commitments of Lenders.

Other Definitional and Interpretive Provisions. 1.2.1 (a) Unless otherwise defined hereinspecified therein, all terms defined in this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate, report certificate or other document made or delivered pursuant heretohereto or thereto. 1.2.2 (b) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "“incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall be deemed to refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will" ” shall be construed to have the same meaning and effect as the word "“shall".” Unless the context requires otherwise, (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixi) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns, (xii) the words "herein"unless otherwise specified, "hereof" all references herein to Articles, Sections, Exhibits and "hereunder", and words of similar import, Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in its entirety and not to any particular provision hereofAgreement, and (xiiii) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time time. (andd) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (e) Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the case unwinding of statutessuch a Division or allocation), include any rules and regulations promulgated as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the statute) Loan Documents (and to any section each Division of any statutelimited liability company that is a Subsidiary, rule joint venture or regulation include any successor other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then such asset shall be deemed to have been transferred from the original Person to the sectionsubsequent Person. (f) For purposes of determining compliance at any time with Sections 7.2, 7.3, 7.5,

Other Definitional and Interpretive Provisions. 1.2.1 (a) Unless otherwise defined hereinspecified therein, all terms defined in this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate, report certificate or other document made or delivered pursuant heretohereto or thereto. 1.2.2 (b) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "“incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time and (vii) references to a fiscal year, unless otherwise specified, shall be deemed to refer to the fiscal year of Pagaya Parent. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will" ” shall be construed to have the same meaning and effect as the word "“shall".” Unless the context requires otherwise, (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixi) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns, (xii) the words "herein"unless otherwise specified, "hereof" all references herein to Articles, Sections, Exhibits and "hereunder", and words of similar import, Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in its entirety and not to any particular provision hereofAgreement, and (xiiii) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time time. (andd) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, in any pronoun shall include the case of statutescorresponding masculine, include any rules feminine and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectionneuter forms.

Other Definitional and Interpretive Provisions. 1.2.1 Unless otherwise defined herein(a) As used herein and in the other Loan Documents, all terms defined in this Agreement shall have the same defined meanings when used in and any certificate, report certificate or other document made or delivered pursuant hereto. 1.2.2 As used in this Agreement unless the context otherwise requireshereto or thereto, (i) words accounting terms relating to the Company not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "will" “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” Table of Contents shall be construed to have the same meaning and effect as the word "shall", (iv) all references and to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) all references to Sections agreements or Articles other Contractual Obligations shall, unless otherwise specified, be deemed to refer to Sections such agreements or Articles of this AgreementContractual Obligations as amended, supplemented, restated or otherwise modified from time to time, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreementlaw or regulation herein shall, instrument or other document shall be construed as referring unless otherwise specified, refer to such agreementlaw or regulation as amended, instrument modified or other document as supplemented from time to time amended, supplemented or otherwise modified and (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixvii) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns. (b) 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. Notwithstanding anything to the contrary contained herein, all financial statements delivered hereunder shall be prepared, without giving effect to any election under Statement of Financial Accounting Standards 159 (xor any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof. (c) The words "“hereof,” “herein", "hereof" ” and "“hereunder", ” and words of similar import, when used in this Agreement, shall be construed to refer to this Agreement in its entirety as a whole and not to any particular provision hereofof this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. (e) The word “or” or “and/or” as among several clauses is not exclusive unless the context otherwise requires. (f) Any Default or Event of Default that occurs and is continuing solely as a result of a failure of the Company to provide to the Administrative Agent or a Lender Party a notice, a report, a budget, a certificate, financial statements or a similar written deliverable (collectively, a “Reporting Deliverable”) prior to the date set forth herein with respect thereto or the expiration of the time period specified for the delivery of such Reporting Deliverable shall be deemed to be cured upon delivery of such Reporting Deliverable to the applicable Agent or such Lender Party, as applicable, notwithstanding that the time period for delivery of such Reporting Deliverable shall have expired or passed. (g) 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): (i) 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 (xiii) if any reportnew Person comes into existence, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery such new Person shall be deemed non-conforming and shall not relieve to have been organized on the person delivering first date of its existence by the holders of its Capital Stock at such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectiontime.

Other Definitional and Interpretive Provisions. 1.2.1 With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. (d) Unless otherwise defined hereinspecified therein, all terms defined in this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate, report certificate or other document made or delivered pursuant heretohereto or thereto. 1.2.2 (e) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include"”, "“includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation"”, (iii) the word "will" “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect as the word "shall", (iv) all references and to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement)any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues, accounts, leasehold interests and contract rights, and (v) all unless otherwise expressly provided herein, (a) references to Sections Organizational Documents, agreements or Articles refer to Sections or Articles of this Agreement, other Contractual Obligations (viincluding the Loan Documents) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollarsdeemed to include all subsequent amendments, (viii) any definition of or reference restatements, extensions, supplements and other modifications thereto, but only to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on the extent that such amendments, restatements, extensions, supplements or and other modifications set forth herein), are not prohibited by any Loan Document; and (ixb) any reference herein references to any person Requirement of Law or Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. (f) Any financial ratios required to be construed to include such person's successors and assigns, (x) maintained by the words "herein", "hereof" and "hereunder", and words of similar import, shall be construed to refer Group Members pursuant to this Agreement in its entirety shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and not to any particular provision hereof, and (xi) any report, document, officer's certificate rounding the result up or any other instrument required to be delivered hereunder which does not conform down to the requirements hereof at the time of delivery shall be deemed nonnearest number (with a rounding-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the sectionup if there is no nearest number).

Other Definitional and Interpretive Provisions. 1.2.1 (a) Unless otherwise defined hereinspecified therein, all terms defined in this Agreement shall have the same defined meanings when used in the other Loan Documents or any certificate, report certificate or other document made or delivered pursuant heretohereto or thereto. 1.2.2 (b) As used herein and in this Agreement unless the context otherwise requiresother Loan Documents, and in any certificate or other document made or delivered pursuant hereto or thereto, (i) words accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to the masculine or neuter gender include extent not defined, shall have the masculine, feminine and neuter gendersrespective meanings given to them under GAAP, (ii) the words "“include", ",” “includes" ” and "“including" ” shall be deemed to be followed with by the phrase "“without limitation", ,” (iii) the word "“incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (v) references to a given time of day shall, unless otherwise specified, be deemed to refer to Pacific time, and (vi) references to agreements (including this Agreement) or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated, amended and restated or otherwise modified from time to time. (c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise specified. The word “will" ” shall be construed to have the same meaning and effect as the word "“shall".” Unless the context requires otherwise, (iv) all references to Exhibits or Schedules refer to exhibits or schedules delivered herewith or attached hereto (each of which is deemed to be a part of this Agreement), (v) all references to Sections or Articles refer to Sections or Articles of this Agreement, (vi) all references to "$" or "dollars" refer to U.S. dollars, (vii) any amount to be paid in "$" or "dollars" shall be paid in U.S. dollars, (viii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ixi) any reference herein to any person Person shall be construed to include such person's Person’s successors and assigns, (xii) the words "herein"unless otherwise specified, "hereof" all references herein to Articles, Sections, Exhibits and "hereunder", and words of similar import, Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement in its entirety and not to any particular provision hereofAgreement, and (xiiii) any report, document, officer's certificate or any other instrument required to be delivered hereunder which does not conform to the requirements hereof at the time of delivery shall be deemed non-conforming and shall not relieve the person delivering such non-conforming report, document, officer's certificate or instrument from its obligations to deliver a conforming report, document, officer's certificate or instrument. Except as expressly stated in this Agreement, all references reference to any statute, rule law or regulation are herein shall, unless otherwise specified, refer to the statute, rule such law or regulation as amended, modified, modified or supplemented or replaced from time to time time. (andd) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. (e) Any reference in any Loan Document to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a Division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the Loan Documents (and each Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity) on the first date of its existence. In connection with any Division, if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then such asset shall be deemed to have been transferred from the original Person to the subsequent Person. (f) In the event that any Indebtedness, Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness meets the criteria of more than one of the categories described in Sections 7.2, 7.3, 7.6, 7.7 or 7.18, respectively, the Borrower, in its sole discretion, may elect to classify or reclassify such Indebtedness, Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness, as the case may be (or any portion thereof), and will only be required to include the amount and type of statutessuch Indebtedness, include any rules and regulations promulgated under Lien, Restricted Payment, Investment or payment with respect to Subordinated Indebtedness, as the statute) and case may be, being so reclassified in the permitted category of Indebtedness, Lien, Restricted Payment, Investment or payment with respect to any section of any statuteSubordinated Indebtedness, rule as the case may be, to which such Indebtedness, Lien, Restricted Payment, Investment or regulation include any successor payment with respect to the sectionSubordinated Indebtedness is being reclassified.