Common use of Prepayment Premium Clause in Contracts

Prepayment Premium. (a) Each prepayment of the Loans pursuant to Section 3.02 shall be subject to payment of the following amounts (in addition to the other amounts due under this Agreement): (i) To the extent such prepayment is with respect to the Tranche A Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding Date, and on or prior to the third anniversary of the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable.

Prepayment Premium. Any prepayment made (a1) Each prepayment of the Loans pursuant to Section 3.02 shall be subject to payment of the following 2.05(a), (2) Section 2.05(b)(i) above, or (3) as otherwise set forth in this Agreement (including any amounts paid or due upon acceleration) (in addition to the other amounts due under this Agreementeach, a “Prepayment Premium Trigger Event”): (i) To the extent such prepayment is with respect to the Tranche A Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding Date, and on or prior to the third No Call Expiration Date, shall be accompanied by a premium, paid to the applicable Lenders on a pro rata basis, in an amount equal to the Make-Whole Amount, or (ii) after the No Call Expiration Date, shall be accompanied by a premium, paid to the applicable Lenders on a pro rata basis, on the principal amount so prepaid in accordance with the table set forth below (the “Prepayment Premium”): after the date that is the 18 month anniversary of the Tranche A Funding Closing Date [***] After the third anniversary of the Tranche A Funding Date, and but on or prior to the fourth date that is the 30 month anniversary of the Tranche A Funding Closing Date [***] After 4.75% after the fourth date that is the 30 month anniversary of the Tranche A Funding Date, and Closing Date but on or prior to the fifth date that is the 42 month anniversary of the Tranche A Funding Closing Date [***] After 2.375% Thereafter 0% It is understood and agreed that the fifth anniversary Make-Whole Amount or Prepayment Premium applicable at the time of a Prepayment Premium Trigger Event shall constitute part of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Make-Whole Amount or Prepayment Premium payable under the terms of this Agreement shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination, and the Borrower agrees that it is reasonable under the circumstances currently existing. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE SECRETARY COLLECTION OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FOREGOING MAKE WHOLE PREMIUM IN CONNECTION WITH SUCH PREPAYMENT OR ACCELERATION. The Borrower expressly agrees (ii) To the extent such prepayment is with respect to the Tranche B Loanfullest extent that it may lawfully do so) that: (A) the Make-Whole Amount and Prepayment Premium are reasonable and are the product of an arm’s length transaction between sophisticated business people, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable.ably represented by counsel;

Prepayment Premium. In the event that any Voluntary Act Prepayment (aother than any regularly scheduled principal amortization payments specifically provided for in Section 2.01(b)) Each prepayment of all or any portion of the Loans pursuant Term Loan is made or is required to Section 3.02 shall be subject made for any reason whatsoever prior to payment the Maturity Date (including as a result of any acceleration of the following amounts (Term Loan resulting from an Event of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the other amounts due under this Agreement): payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the benefit of the Lenders based on their respective Pro Rata Shares thereof, a Prepayment Premium (i) To as liquidated damages and compensation for the extent such prepayment is costs of the Lenders being prepared to make funds available hereunder with respect to the Tranche A Term Loan, ) in an additional prepayment premium amount indicated in equal to (i) if such Voluntary Act Prepayment is made on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding No Call Period End Date, and on or prior to the third anniversary greater of (x) the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is Make Whole Amount with respect to the Tranche B LoanAffected Principal Amount subject to such Voluntary Act Prepayment and (y) five percent (5.00%) with respect to the Affected Principal Amount subject to such Voluntary Act Prepayment, an additional prepayment premium amount indicated in (ii) if such Voluntary Act Prepayment is made after the No Call Period End Date but on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second (2nd) anniversary of the Tranche B Funding Date [***] After ClosingSecond LEGAL02/39661241v2LEGAL02/39709302v6 Amendment Effective Date, an amount equal to three percent (3.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, (iii) if such Voluntary Act Prepayment is made after the second (2nd) anniversary of the Tranche B Funding Date, and Closingon or after the Second Amendment Effective Date but on or prior to before the third (3rd) anniversary of the Tranche B Funding Date [***] After Closing Date, an amount equal to one percent (1.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment is made after the third (3rd) anniversary of the Tranche B Funding Closing Date, and on or prior an amount equal to the fourth anniversary zero percent (0%) of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding DateAffected Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be deemed fully earned, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges and agrees that (x) the provisions of this Section 2.02(d) shall remain in full force and effect notwithstanding any rescission by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, (y) payment of any Prepayment Premium under this Section 2.02(d) constitutes liquidated damages and not a penalty and (z) the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium under this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation of such lost profits or damages of the Agent and the Lenders.

Prepayment Premium. In the event that any Voluntary Act Prepayment (aother than any regularly scheduled principal amortization payments specifically provided for in Section 2.01(b)) Each prepayment of all or any portion of the Loans pursuant Term Loan is made or is required to Section 3.02 shall be subject made for any reason whatsoever prior to payment the Maturity Date (including as a result of any acceleration of the following amounts (Term Loan resulting from an Event of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the other amounts due under this Agreement): payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the benefit of the Lenders based on their respective Pro Rata Shares thereof, a Prepayment Premium (i) To as liquidated damages and compensation for the extent such prepayment is costs of the Lenders being prepared to make funds available hereunder with respect to the Tranche A Term Loan, ) in an additional prepayment premium amount indicated in equal to (i) if such Voluntary Act Prepayment is made on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding No Call Period End Date, and on or prior to the third anniversary greater of (x) the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is Make Whole Amount with respect to the Tranche B LoanAffected Principal Amount subject to such Voluntary Act Prepayment and (y) five percent (5.00%) with respect to the Affected Principal Amount subject to such Voluntary Act Prepayment, (ii) if such Voluntary Act Prepayment is made after the No Call Period End Date but before the Second Amendment Effective Date, an additional prepayment premium amount indicated in the second column equal to three percent (3.00%) of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENTAffected Principal Amount subject to such Voluntary Act Prepayment, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On (iii) if such Voluntary Act Prepayment is made on or prior to after the second Second Amendment Effective Date but on or before the third (3rd) anniversary of the Tranche B Funding Date [***] After Closing Date, an amount equal to one percent (1.00%) of the second Affected Principal Amount subject to such Voluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment is made after the third (3rd) anniversary of the Tranche B Funding Closing Date, and on or prior an amount equal to the third anniversary zero percent (0%) of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding DateAffected Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be deemed fully earned, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges and agrees that (x) the provisions of this Section 2.02(d) shall remain in full force and effect notwithstanding any rescission by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, (y) payment of any Prepayment Premium under this Section 2.02(d) constitutes liquidated damages and not a penalty and (z) the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium under this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation of such lost profits or damages of the Agent and the Lenders.

Prepayment Premium. In the event that any Voluntary Act Prepayment (aother than any regularly scheduled principal amortization payments specifically provided for in Section 2.01(b)) Each prepayment of all or any portion of the Loans pursuant Term Loan is made or is required to Section 3.02 shall be subject made for any reason whatsoever prior to payment the Maturity Date (including as a result of any acceleration of the following amounts (Term Loan resulting from an Event of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the other amounts due under this Agreement): payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the benefit of the Lenders based on their respective Pro Rata Shares thereof, a Prepayment Premium (i) To as liquidated damages and compensation for the extent such prepayment is costs of the Lenders being prepared to make funds available hereunder with respect to the Tranche A Term Loan, ) in an additional prepayment premium amount indicated in equal to (i) if such Voluntary Act Prepayment is made on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding No Call Period End Date, and on or prior to the third anniversary greater of (x) the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is Make Whole Amount with respect to the Tranche B LoanAffected Principal Amount subject to such Voluntary Act Prepayment and (y) five percent (5.00%) with respect to the Affected Principal Amount subject to such Voluntary Act Prepayment, an additional prepayment premium amount indicated in (ii) if such Voluntary Act Prepayment is made after the No Call Period End Date but on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second (2nd) anniversary of the Tranche B Funding Date [***] After Closing Date, an amount equal to three percent (3.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, (iii) if such Voluntary Act Prepayment is made after the second (2nd) anniversary of the Tranche B Funding Date, and Closing Date but on or prior to before the third (3rd) anniversary of the Tranche B Funding Date [***] After Closing Date, an amount equal to one percent (1.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment is made after the third (3rd) anniversary of the Tranche B Funding Closing Date, and on or prior an amount equal to the fourth anniversary zero percent (0%) of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding DateAffected Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be deemed fully earned, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges and agrees that (x) the provisions of this Section 2.02(d) shall remain in full force and effect notwithstanding any rescission by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, (y) payment of any Prepayment Premium under this Section 2.02(d) constitutes liquidated damages and not a penalty and (z) the actual amount of damages to the Agent and the Lenders or profits lost by the Agent and the Lenders as a result of such Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium under this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation of such lost profits or damages of the Agent and the Lenders.

Prepayment Premium. (a) Each prepayment In the event that all or any portion of the Loans is repaid or prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default but excluding payments of the purchase price in connection with an assignment of the Loans made pursuant to Section 3.02 shall be subject 2.20(b)) prior to payment the fourth anniversary of the following amounts (in addition Second Amendment Effective Date, such repayments or prepayments will 7 be made together with a premium equal to the other amounts due under this Agreement): (i) To 3.00% of the extent amount repaid or prepaid and accompanied by the Applicable Make-Whole Amount as of the date of such repayment or prepayment, if such repayment or prepayment is with respect occurs on or prior to the Tranche A Loan, an additional prepayment premium amount indicated in the second column first anniversary of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENTSecond Amendment Effective Date, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On (ii) 3.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Second Amendment Effective Date but on or prior to the second anniversary of the Tranche A Funding Date [***] After Second Amendment Effective Date, (iii) 2.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the second anniversary of the Tranche A Funding Date, and Second Amendment Effective Date but on or prior to the third anniversary of the Tranche A Funding Second Amendment Effective Date [***] After and (iv) 1.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the third anniversary of the Tranche A Funding Date, and Second Amendment Effective Date but on or prior to the fourth anniversary of the Tranche A Funding Second Amendment Effective Date [***] After (the fourth anniversary foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that (A) the Prepayment Premium shall not apply to (1) scheduled amortization Installment payments made by Borrower pursuant to Section 2.8, (2) mandatory prepayments by Borrower pursuant to Section 2.10(b), Sections 2.10(e), 2.10(f) and 2.10(g), and (3) mandatory prepayments by Borrower pursuant to Sections 2.10(a) and 2.10(c) not exceeding $15,000,000 in the aggregate prior to the Third Amendment Effective Date, (B) in the case of mandatory prepayments by Borrower with the Net Asset Sale Proceeds of a 2019 Leaseback Transaction pursuant to Section 2.10(c) made prior to the Third Amendment Effective Date, the Applicable Make-Whole Amount component of the Tranche A Funding DatePrepayment Premium shall not apply and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium (except to the extent permitted by the immediately preceding clause (A)(3)), and (C) in the case of prepayments of the Loans made with the proceeds of the Specified Properties made on or prior to the fifth first anniversary of the Tranche A Funding Date [***] After Second Amendment Effective Date, (1) for the fifth anniversary first $25,000,000 of such prepayments of the Tranche A Funding Loans, the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium, and (2) for such prepayments of the Loans in excess of the amount specified in the 8 immediately preceding sub-clause (1), the Prepayment Premium (including the Applicable Make-Whole Amount component thereof) shall apply, and (D) for the first $50,925,000 of voluntary prepayments of the Loans under Section 2.9 and/or mandatory prepayments of the Loans under Section 2.10(a) or 2.10(c) made by Borrower during the period commencing on the Third Amendment Effective Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”and ending on January 31, 2020, the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply to such prepayments and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933If the Loans are accelerated or otherwise become due prior to their maturity date, AS AMENDED. in each case, as a result of an Event of Default (ii) To including upon the extent occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to the Tranche B Loan, an additional a voluntary prepayment premium amount indicated in the second column of the table below Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR ACCELERATION EVENT OCCURS FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM AMOUNT On or prior IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable.fullest extent it may lawfully do 9

Prepayment Premium. In the event that, within three years of the Sixth Amendment and Restatement Effective Date, the Borrower makes (ax) Each any voluntary prepayment of the Term Loans pursuant to Section 3.02 shall be subject 2.05(a) or (y) any mandatory prepayment of Term Loans pursuant to payment Section 2.05(b)(iii) or (z) any repayment of Term Loans as a result of the following amounts (occurrence of a Maturity Trigger, then, in addition each case, the Borrower shall pay to the other amounts due under this Agreement):Term Administrative Agent for the ratable account of the Term Lenders, a prepayment fee equal to: (i) To the extent if such prepayment or repayment is made on or prior to the first anniversary of the Sixth Amendment and Restatement Effective Date, an amount equal to the sum of (A) 2.0% of the principal amount of the Term Loans so prepaid or repaid plus (B) the then present value of the required interest payments not yet made (assuming for this purpose an interest rate equal to the Adjusted LIBO Rate for a Eurodollar Loan with a one-month Interest Period made on the date of such prepayment or repayment plus the Applicable Rate with respect thereto) on the principal amount of the Term Loans that but for such prepayment or repayment would have been payable through the first anniversary of the Sixth Amendment and Restatement Effective Date pursuant to Section 2.08, calculated using a discount rate equal to the Tranche A Loan, an additional prepayment premium amount indicated in the second column Treasury Rate as of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On date of such prepayment or repayment plus 00 xxxxx xxxxxx, (xx) if such prepayment or repayment is made after the first anniversary of the Sixth Amendment and Restatement Effective Date but on or prior to the second anniversary of the Tranche A Funding Date [***] After Sixth Amendment and Restatement Effective Date, 2.0% of the principal amount of the Term Loans so prepaid or repaid; and (iii) if such prepayment or repayment is made after the second anniversary of the Tranche A Funding Date, Sixth Amendment and Restatement Effective Date but on or prior to the third anniversary of the Tranche A Funding Date [***] After the third anniversary Sixth Amendment and Restatement Effective Date, 1.0% of the Tranche A Funding Date, and on or prior to the fourth anniversary principal amount of the Tranche A Funding Date [***] After Term Loans so prepaid or repaid. Such prepayment fee shall be due and payable on the fourth anniversary date of the Tranche A Funding Date, and on applicable prepayment or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDrepayment. (ii) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable.

Prepayment Premium. (a) Each Upon (i) each mandatory prepayment of the Term Loans made pursuant to Section 5.02(a), (b), (d), or (e), (ii) any voluntary prepayment of Term Loans pursuant to Section 3.02 shall be subject to payment of the following amounts 5.01, (in addition to the other amounts due under this Agreement): (iiii) To the extent such prepayment is with respect to the Tranche A LoanRevolving Loans and Revolver Commitments, an additional prepayment premium amount indicated in the second column any Repricing Transaction, (iv) any voluntary reduction or termination of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENTRevolver Commitments (other than, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On with respect to any Revolving Lender, to the extent that a new or replacement tranche of revolving credit commitments (or amended Revolving Loans and/or Revolver Commitments) is provided by such Revolving Lender (or any Affiliate or Approved Fund thereof) in connection with such reduction or termination of the Revolver Commitments) and/or (v) any payment of the Loans and/or reduction or termination of commitments resulting from any enforcement of remedies pursuant to Section 10.02, including pursuant to acceleration thereunder (each, a “Prepayment Premium Event”), in each case that occurs prior to the second 36 month anniversary of the Tranche A Funding Date [***] After Closing Date, each Borrower, jointly and severally, shall pay to the second anniversary Administrative Agent, for the ratable account of the Tranche A Funding Dateapplicable Lenders according to their Pro Rata Share thereof, and on or prior the Prepayment Premium applicable to the third anniversary of the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding DateTerm Loans so prepaid or repaid or Revolver Commitments so refinanced, and on reduced or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDterminated. (ii) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition Any Prepayment Premium payable in accordance with this Section 4.04 shall be presumed to be equal to the amounts liquidated damages sustained by Lenders as the result of the occurrence of the Prepayment Premium Event and the Credit Parties agree that it is reasonable under the circumstances currently existing. THE CREDIT PARTIES EXPRESSLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY ACCELERATION. (c) The Credit Parties expressly agree that: (i) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (ii) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (iii) there has been a course of conduct between the Lenders and the Credit Parties giving specific consideration in Section 3.03(a)this transaction for such agreement to pay the Prepayment Premium; (iv) the Credit Parties shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (v) their agreement to pay the Prepayment Premium is a material inducement to the Lenders to provide the Commitments and make the Term Loans, in connection with and (vi) the prepayment in full Prepayment Premium represents a good faith, reasonable estimate and calculation of the lost profits or damages of the Agents and Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Agents and Lenders or profits lost by the Agents and Xxxxxxx as a Loan, any unpaid Obligations in respect result of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payablePrepayment Premium Event.

Prepayment Premium. The Borrower shall have the right at its option to prepay the Term Loans in whole or in part at any time at the principal amount so prepaid plus a premium in an amount equal to the Term Loan Prepayment Premium (aif any). (B) Each prepayment Adjustments Required if Additional Facility A Banks Have Joined This Agreement. This Section 4.04(a)(2)(B) applies if (1) one or more Additional Facility A Banks have joined this Agreement after the Fifth Amendment Effective Date and Facility A Term Loans were outstanding on the date of such Additional Facility A Bank's joinder and the Borrower and such Additional Facility A Bank did not elect pursuant to clause (D)(1) of Section 11.11(c) to have such Additional Facility A Bank make a Facility A Term Loan (each Additional Facility A Bank described in this clause (1) shall be referred to as a "Non-electing Additional Facility A Bank") and (2) the Borrower pays in whole or in part after the effective date of such Non-electing Additional Facility A Bank's joinder the Facility A Term Loans of the Facility A Banks (the "Facility A Term Loan Banks") which had Facility A Term Loans pursuant to Section 3.02 shall be subject to payment of outstanding on such effective date. It is acknowledged that the following amounts (in addition to shall occur when the other amounts due under this Agreement): Borrower pays the Facility A Term Loans, whether or not such payment occurs before, on or after the maturity of such Loans: (i) To the extent such prepayment is with respect Facility A Revolving Credit Commitments of each Facility A Term Loan Bank shall increase in an amount equal to the Tranche reduction of its Facility A Term Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding Date, ; and on or prior to the third anniversary of the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent Revolving Credit Ratable Share of each Facility A Term Loan Bank shall increase and the Revolving Credit Ratable Share of each Non-electing Additional Facility A Bank shall decrease. The following adjustments will be made on or after such prepayment is with respect payment in order to make the allocations of existing Revolving Credit Loans and Net Exposures equal to the Tranche B LoanFacility A Banks' new Revolving Credit Ratable Shares, an additional prepayment premium amount indicated in provided that no Event of Default exists and is continuing and has not been waived: (A) on the second column first Business Day of the table below fiscal quarter following the date of such payment, the Net Exposure of each Term Loan Bank in outstanding Letters of Credit and Escrow Agreements shall increase and the Net Exposure of each Non-electing Facility A Bank thereon shall decrease so that the Net Exposure of each Facility A Bank shall then equal its Revolving Credit Ratable Share; no adjustments in such Net Exposures shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or made prior to such Business Day; (B) on the second anniversary date on which Borrower makes such payment, Borrower shall repay all outstanding Revolving Credit Loans to which the Prime Rate Option applies and reborrow a like amount of Revolving Credit Loans under the Tranche B Funding Date [***] After Prime Rate Option from the second anniversary of the Tranche B Funding Date, and on or prior Facility A Banks according to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable.their new Revolving Credit Ratable Shares;

Prepayment Premium. (a) Each prepayment In the event that a Protected Transaction occurs during the period commencing on the Closing Date and ending prior to the date that is four years after the Closing Date, Xxxxxx US agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term Loans that are subject to a Protected Transaction a fee in an amount equal to (a) in the case of a Protected Transaction prior to the first anniversary of the Closing Date, 3.00% of the aggregate principal amount of all Term Loans pursuant to Section 3.02 shall be of such Lender subject to payment a Protected Transaction, (b) in the case of a Protected Transaction on or after the first anniversary of the following amounts (in addition to the other amounts due under this Agreement): (i) To the extent such prepayment is with respect to the Tranche A Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or Closing Date but prior to the second anniversary of the Tranche A Funding Date [***] After Closing Date, 2.00% of the aggregate principal amount of all Term Loans of such Lender subject to a Protected Transaction, (c) in the case of a Protected Transaction on or after the second anniversary of the Tranche A Funding Date, and on or Closing Date but prior to the third anniversary of the Tranche A Funding Date [***] After the third anniversary Closing Date, 1.00% of the Tranche A Funding Date, aggregate principal amount of all Term Loans of such Lender subject to a Protected Transaction and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (iid) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column case of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***]a 92 #97570842v91 (b) In addition Any prepayment premium payable in accordance with this Section 2.26 shall be presumed to be equal to the amounts in Section 3.03(a)liquidated damages sustained by the Lenders as the result of the occurrence of any such Protected Transaction, in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and Pagaya US and other amounts not consisting Loan Parties agree that it is reasonable under the circumstances currently existing. PAGAYA US AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Pagaya US and the other Loan Parties expressly agree that (1) such prepayment premium is reasonable and is the product of principal an arm's length transaction between sophisticated business people, ably represented by counsel, (2) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (3) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay such prepayment premium, (4) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.26, (5) their agreement to pay such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make available the Term Loans, and (6) such prepayment premium represents a good faith, reasonable estimate and calculation of the lost profits or interest) then owing shall also damages of the Lenders and that it would be immediately due impractical and payable.extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any such Protected Transaction. SECTION 3 LETTERS OF CREDIT 3.1

Prepayment Premium. (a) Each In connection with any prepayment of the Initial Term Loans pursuant to Section 3.02 2.05(a) or Section 2.05(b)(iii) that is consummated in respect of all or any portion of the Initial Term Loans (w) prior to the Relevant Call Date, the Borrower shall be pay to each Term Lender a fee equal to the aggregate principal amount of the Initial Term Loans of such Term Lender subject to payment such prepayment plus the Applicable Premium, (x) on or after the Relevant Call Date but prior to the first anniversary of the following amounts (in addition Relevant Call Date, the Borrower shall pay to the other amounts due under this Agreement): (i) To the extent such prepayment is with respect each Term Lender a fee equal to the Tranche A Loan, an additional prepayment premium amount indicated in the second column 2.0% of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENTaggregate principal amount of the Initial Term Loans of such Term Lender subject to such prepayment, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On (y) on or after the first anniversary of the Relevant Call Date but prior to the second anniversary of the Tranche A Funding Date [***] After Relevant Call Date, the Borrower shall pay to each Term Lender a fee equal to 1.0% of the aggregate principal amount of the Initial Term Loans of such Term Lender subject to such prepayment and (z) on or after the second anniversary of the Tranche A Funding Date, and on or prior to the third anniversary Relevant Call Date there shall be no additional fee.” (e) Section 6.01(g) of the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, Credit Agreement is hereby amended and on or prior restated in its entirety to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.read as follows: (iig) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT (i) On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding DateOctober 3, 2017, and on or (ii) within one Business Day of (A) October 11, 2017, and (B) each date occurring two weeks thereafter prior to the third anniversary 2016 Annual Financial Statement Delivery Date, furnish or file for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System (XXXXX) on a Form 8-K the current cash balance of the Tranche B Funding Date [***] After Company and its Subsidiaries, the third anniversary current cash balance of the Tranche B Funding Date, Company’s Foreign Subsidiaries and on or prior to the fourth anniversary of current outstanding balance under the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a)Revolving Credit Facility, in connection with the prepayment in full of a Loaneach case, any unpaid Obligations in respect as of such prepaid Loan not consisting of principal, Fixed Interest date or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be the immediately due and payable.preceding date;”

Prepayment Premium. (a) Each prepayment In the event that all or any portion of the Loans is repaid or prepaid for any reason (including as a result of any mandatory prepayments, voluntary prepayments, payments made following acceleration of the Loans or after an Event of Default but excluding payments of the purchase price in connection with an assignment of the Loans made pursuant to Section 3.02 shall be subject 2.20(b)) prior to payment the fourth anniversary of the following amounts (in addition Second Amendment Effective Date, such repayments or prepayments will be made together with a premium equal to the other amounts due under this Agreement): (i) To 3.00% of the extent amount repaid or prepaid and accompanied by the Applicable Make-Whole Amount as of the date of such repayment or prepayment, if such repayment or prepayment is with respect occurs on or prior to the Tranche A Loan, an additional prepayment premium amount indicated in the second column first anniversary of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENTSecond Amendment Effective Date, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On (ii) 3.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the first anniversary of the Second Amendment Effective Date but on or prior to the second anniversary of the Tranche A Funding Date [***] After Second Amendment Effective Date, (iii) 2.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the second anniversary of the Tranche A Funding Date, and Second Amendment Effective Date but on or prior to the third anniversary of the Tranche A Funding Second Amendment Effective Date [***] After and (iv) 1.00% of the amount repaid or prepaid, if such repayment or prepayment occurs after the third anniversary of the Tranche A Funding Date, and Second Amendment Effective Date but on or prior to the fourth anniversary of the Tranche A Funding Second Amendment Effective Date [***] After (the fourth anniversary foregoing premiums (including the Applicable Make-Whole Amount), the “Prepayment Premium”); provided that (A) the Prepayment Premium shall not apply to (1) scheduled amortization Installment payments made by Borrower pursuant to Section 2.8, (2) mandatory prepayments by Borrower pursuant to Section 2.10(b), Sections 2.10(e), 2.10(f) and 2.10(g), and (3) mandatory prepayments by Borrower pursuant to Sections 2.10(a) and 2.10(c) not exceeding $15,000,000 in the aggregate prior to the Third Amendment Effective Date, (B) in the case of mandatory prepayments by Borrower with the Net Asset Sale Proceeds of a 2019 Leaseback Transaction pursuant to Section 2.10(c) made prior to the Third Amendment Effective Date, the Applicable Make-Whole Amount component of the Tranche A Funding Date, Prepayment Premium shall not apply and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium (except to the extent permitted by the immediately preceding clause (A)(3)), (C) in the case of prepayments of the Loans made with the proceeds of the Specified Properties made on or prior to the fifth first anniversary of the Tranche A Funding Date [***] After Second Amendment Effective Date, (1) for the fifth anniversary first $25,000,000 of such prepayments of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933Loans, AS AMENDED.the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium, and (2) for such prepayments of the Loans in excess of the amount specified in the immediately preceding sub-clause (1), the Prepayment Premium (including the Applicable Make-Whole Amount component thereof) shall apply, and (iiD) To for the extent first $50,925,000 of voluntary prepayments of the Loans under Section 2.9 and/or mandatory prepayments of the Loans under Section 2.10(a) or 2.10(c) made by Borrower during the period commencing on the Third Amendment Effective Date and ending on January 31, 2020, the Applicable Make-Whole Amount component of the Prepayment Premium shall not apply to such prepayments and such prepayments will be made together with a premium equal to 3.00% of the amount prepaid in lieu of any other Prepayment Premium. If the Loans are accelerated or otherwise become due prior to their maturity date, in each case, as a result of an Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the amount of principal of and premium on the Loans that becomes due and payable shall equal 100% of the principal amount of the Loans plus the Prepayment Premium in effect on the date of such acceleration or such other prior due date, as if such acceleration or other occurrence were a voluntary prepayment of the Loans accelerated or otherwise becoming due. Without limiting the generality of the foregoing, it is understood and agreed that if the Loans are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including upon the occurrence of a bankruptcy or insolvency event (including the acceleration of claims by operation of law)), the Prepayment Premium applicable with respect to the Tranche B Loan, an additional a voluntary prepayment premium amount indicated in the second column of the table below Loans will also be due and payable on the date of such acceleration or such other prior due date as though the Loans were voluntarily prepaid as of such date and shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s loss as a result thereof. Any premium payable above shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT presumed to be the liquidated damages sustained by each Lender and the Borrower agrees that it is reasonable under the circumstances currently existing. THE BORROWER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR ACCELERATION EVENT OCCURS FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM AMOUNT On or prior IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the second anniversary fullest extent it may lawfully do so) that: (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.” (m) Section 2.12(b) of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts Credit Agreement shall be restated in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable.its entirety as follows:

Prepayment Premium. In the event that the Cash Collateral Reimbursement Obligations or Delayed Draw Term Loans are prepaid (a) Each whether voluntarily or mandatorily by Borrowers, whether automatically and/or at the election of Agent or Required Cash Collateral Providers upon the occurrence or during the continuance of any Event of Default (including upon acceleration, which acceleration shall be deemed to be prepayment of the Loans pursuant to Section 3.02 shall be subject to payment Advances accelerated or otherwise becoming due), or otherwise, and, for the avoidance of the following amounts (in addition to the other amounts due under this Agreement): (i) To the extent such prepayment is doubt, with respect to Cash Collateral Reimbursement Obligations, the Tranche A Loanterms “prepayment” and “prepay” shall include cash collateralizing the Agent or providing substitute cash collateral to the Issuer, in each case in respect of Cash Collateral Reimbursement Obligations, in accordance with the terms of the Related L/C Facility Agreement and the Cash Collateral Agreement) in part or in whole prior to the last day of the Term (the date of any such prepayment, a “Prepayment Date”), Borrowers shall pay to Agent, for the ratable benefit of Cash Collateral Providers, a prepayment fee (the “Prepayment Premium”) on each such Prepayment Date in an amount equal to (1) if the applicable Prepayment Date occurs on or after the Closing Date but prior to or on the date immediately preceding the first anniversary of the Closing Date, an additional prepayment premium amount indicated in the second column equal to two and a quarter percent (2.25%) of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENTamount prepaid, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On (2) if the applicable Prepayment Date occurs on or after the first anniversary of the Closing Date but prior to or on the date immediately preceding the second anniversary of the Tranche A Funding Closing Date, an amount equal to two percent (2.00%) of the amount prepaid, (3) if the applicable Prepayment Date [***] After occurs on or after the second anniversary of the Tranche A Funding Date, and on or Closing Date but prior to or on the date immediately preceding the third anniversary of the Tranche A Funding Closing Date, an amount equal to one and a quarter percent (1.25%) of the amount prepaid, and (4) if the applicable Prepayment Date [***] After occurs on or after the third anniversary of the Tranche A Funding Closing Date, zero ($0), which such fee shall be will be due and on or prior payable and fully-earned and non-refundable immediately upon the occurrence of each such prepayment event described above and shall constitute part of the Obligations for all purposes herein at all times from and thereafter. EACH OF THE LOAN PARTIES EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE APPLICABLE LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF ANY SUCH PREPAYMENT PREMIUM PURSUANT TO THE TERMS HEREOF IN CONNECTION WITH ANY PAYMENT INCLUDING UPON ACCELERATION OR FORECLOSURE, IF APPLICABLE. The Loan Parties expressly agree that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between Cash Collateral Providers and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (D) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 3.4, (E) the Loan Parties’ agreement to pay the Prepayment Premium is a material inducement to the fourth anniversary Cash Collateral Providers’ agreement to provide the Commitments and make the Advances provided for herein, and (F) the Prepayment Premium represents a good faith, reasonable estimate and calculation of the Tranche A Funding Date [***] After the fourth anniversary lost profits or damages of the Tranche A Funding Date, Cash Collateral Providers and on or prior that it would be impractical and extremely difficult to ascertain the actual amount of damages to the fifth anniversary of Cash Collateral Providers or profits lost by the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of Cash Collateral Providers as a Loan, any unpaid Obligations in respect result of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payableprepayment.

Prepayment Premium. In the event that any Voluntary Act Prepayment (aother than any regularly scheduled principal amortization payments specifically provided for in Section 2.01(b)) Each prepayment of all or any portion of the Loans pursuant Term Loan is made or is required to Section 3.02 shall be subject made for any reason whatsoever prior to payment the Maturity Date (including as a result of any acceleration of the following amounts (Term Loan resulting from an Event of Default, a foreclosure and sale of Collateral, any sale of Collateral in any bankruptcy or insolvency proceeding, a mandatory prepayment or a voluntary prepayment), in addition to the other amounts due under this Agreement): payment of the subject principal amount and all unpaid accrued interest thereon, the Borrower shall be required to pay to the Agent, for the benefit of the Lenders based on their respective Pro Rata Shares thereof, a Prepayment Premium (i) To as liquidated damages and compensation for the extent such prepayment is costs of the Lenders being prepared to make funds available hereunder with respect to the Tranche A Term Loan, ) in an additional prepayment premium amount indicated in equal to (i) if such Voluntary Act Prepayment is made on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding No Call Period End Date, and on or prior to the third anniversary greater of (x) the Tranche A Funding Date [***] After the third anniversary of the Tranche A Funding Date, and on or prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary of the Tranche A Funding Date, and on or prior to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is Make Whole Amount with respect to the Tranche B LoanAffected Principal Amount subject to such Voluntary Act Prepayment and (y) five percent (5.00%) with respect to the Affected Principal Amount subject to such Voluntary Act Prepayment, an additional prepayment premium amount indicated in (ii) if such Voluntary Act Prepayment is made after the No Call Period End Date but on or before the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second (2nd) anniversary of the Tranche B Funding Date [***] After ClosingSecond Amendment Effective Date, an amount equal to three percent (3.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, (iii) if such Voluntary Act Prepayment is made after the second (2nd) anniversary of the Tranche B Funding Date, and Closingon or after the Second Amendment Effective Date but on or prior to before the third (3rd) anniversary of the Tranche B Funding Date [***] After Closing Date, an amount equal to one percent (1.00%) of the Affected Principal Amount subject to such Voluntary Act Prepayment, or (iv) if such Voluntary Act Prepayment is made after the third (3rd) anniversary of the Tranche B Funding Closing Date, and on or prior an amount equal to the fourth anniversary zero percent (0%) of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding DateAffected Principal Amount subject to such Voluntary Act Prepayment. Each such Prepayment Premium shall be deemed fully earned, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payable, upon each such date that such Voluntary Act Prepayment made, or (if earlier) is required to be made, and shall not be refundable in whole or in part and shall not be subject to reduction or set-off under any circumstances. Borrower acknowledges and agrees that (x) the provisions of this Section 2.02(d) shall remain in full force and effect notwithstanding any rescission by Agent or Required Lenders of an acceleration with respect to all or any portion of the Obligations pursuant to Section 7.02 or otherwise, (y) payment of any Prepayment Premium under this Section 2.02(d) constitutes liquidated damages and not a penalty and (z) the actual amount of damages to the Agent and the Lenders or profits lost by the Agent LEGAL02/39661241v2LEGAL02/39709302v6 and the Lenders as a result of such Voluntary Act Prepayment would be impracticable and extremely difficult to ascertain, and the Prepayment Premium under this Section 2.02(d) is provided by mutual agreement of the Borrower, Agent and Lenders as a reasonable estimation and calculation of such lost profits or damages of the Agent and the Lenders.

Prepayment Premium. In the event that there shall occur any amendment, amendment and restatement or other modification of this Agreement that reduces the Applicable Margin or interest rate (a) Each prepayment excluding changes in the calculation of the Loans pursuant to Section 3.02 shall be subject to payment of the following amounts (in addition to the other amounts due under this Agreement): (iTotal Net Leverage Ratio) To the extent such prepayment is with respect to any Term Loans or any prepayment or refinancing of any Term Loans, in whole or in part with proceeds of Indebtedness having lower applicable total yield than the Tranche A Loan, an additional prepayment premium amount indicated in applicable total yield for the second column Term Loans as of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche A Funding Date [***] After the second anniversary of the Tranche A Funding Amendment No. 1 Effective Date, then (x) each such amendment, amendment and restatement, modification, prepayment or refinancing that occurs on or prior to the third six month anniversary of the Tranche A Funding Date [***] After Amendment No. 1 Effective Date, as the third case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.00% of the outstanding principal amount of the Term Loans affected by such amendment, amendment and restatement or modification, or subject to such prepayment or refinancing and (y) each such amendment, amendment and restatement, modification, prepayment or refinancing that occurs after the six month anniversary of the Tranche A Funding Date, and Amendment No. 1 Effective Date but on or prior to the fourth first anniversary of the Tranche A Funding Date [***] After Amendment No. 1 Effective Date, as the fourth case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 0.50% of the outstanding principal amount of the Term Loans affected by such amendment, amendment and restatement or modification, or subject to such prepayment or refinancing. As a condition to effectiveness of any required assignment by any non-consenting Lender of its Term Loans pursuant to Section 2.16 in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the first anniversary of the Tranche A Funding Amendment No. 1 Effective Date that has the effect of reducing the Applicable Margin or interest rate for any Term Loans from the Applicable Margin or interest rate in effect on the Amendment No. 1 Effective Date, and on the Borrower shall pay to such non-consenting Lender of Term Loans a premium or prior fee equal to the fifth anniversary of the Tranche A Funding Date [***] After the fifth anniversary of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (ii) To the extent such prepayment is with respect premium or fee that would apply pursuant to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition to the amounts in Section 3.03(a), in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of preceding sentence if such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax grossnon-up, default interest, expense reimbursement and other amounts not consisting of principal or interest) then owing shall also be immediately due and payableconsenting Lender’s Term Loans being assigned were being prepaid.

Prepayment Premium. (a) Each prepayment In the event that a Protected Transaction occurs during the period commencing on the Closing Date and ending prior to the date that is four years after the Closing Date, Xxxxxx US agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term Loans that are subject to a Protected Transaction a fee in an amount equal to (a) in the case of a Protected Transaction prior to the first anniversary of the Closing Date, 3.00% of the aggregate principal amount of all Term Loans pursuant to Section 3.02 shall be of such Lender subject to payment a Protected Transaction, (b) in the case of a Protected Transaction on or after the first anniversary of the following amounts (in addition to the other amounts due under this Agreement): (i) To the extent such prepayment is with respect to the Tranche A Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or Closing Date but prior to the second anniversary of the Tranche A Funding Date [***] After Closing Date, 2.00% of the aggregate principal amount of all Term Loans of such Lender subject to a Protected Transaction, (c) in the case of a Protected Transaction on or after the second anniversary of the Tranche A Funding Date, and on or Closing Date but prior to the third anniversary of the Tranche A Funding Date [***] After Closing Date, 1.00% of the aggregate principal amount of all Term Loans of such Lender subject to a Protected Transaction and (d) in the case of a Protected Transaction on or after the third anniversary of the Tranche A Funding Date, and on or Closing Date but prior to the fourth anniversary of the Tranche A Funding Date [***] After the fourth anniversary Closing Date, 0.50% of the Tranche A Funding Dateaggregate principal amount of all Term Loans of such Lender subject to a Protected Transaction. Such fees shall be earned, due and on or prior to payable upon the fifth anniversary date of the Tranche A Funding Date [***] After the fifth anniversary occurrence of the Tranche A Funding Date [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDsuch Protected Transaction. (ii) To the extent such prepayment is with respect to the Tranche B Loan, an additional prepayment premium amount indicated in the second column of the table below shall be payable: PERIOD DURING WHICH AN OPTIONAL PREPAYMENT, MANDATORY PREPAYMENT EVENT OR ACCELERATION EVENT OCCURS PREPAYMENT PREMIUM AMOUNT On or prior to the second anniversary of the Tranche B Funding Date [***] After the second anniversary of the Tranche B Funding Date, and on or prior to the third anniversary of the Tranche B Funding Date [***] After the third anniversary of the Tranche B Funding Date, and on or prior to the fourth anniversary of the Tranche B Funding Date [***] After the fourth anniversary of the Tranche B Funding Date, and on or prior to the fifth anniversary of the Tranche B Funding Date [***] After the fifth anniversary of the Tranche B Funding Date [***] (b) In addition Any prepayment premium payable in accordance with this Section 2.26 shall be presumed to be equal to the amounts in Section 3.03(a)liquidated damages sustained by the Lenders as the result of the occurrence of any such Protected Transaction, in connection with the prepayment in full of a Loan, any unpaid Obligations in respect of such prepaid Loan not consisting of principal, Fixed Interest or Revenue Participation (for example, but not limited to, any unpaid amounts for indemnification, Tax gross-up, default interest, expense reimbursement and Pagaya US and other amounts not consisting Loan Parties agree that it is reasonable under the circumstances currently existing. PAGAYA US AND THE OTHER LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. Pagaya US and the other Loan Parties expressly agree that (1) such prepayment premium is reasonable and is the product of principal an arm's length transaction between sophisticated business people, ably represented by counsel, (2) such prepayment premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (3) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay such prepayment premium, (4) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.26, (5) their agreement to pay such prepayment premium is a material inducement to the Lenders to provide the Term Loan Commitments and make available the Term Loans, and (6) such prepayment premium represents a good faith, reasonable estimate and calculation of the lost profits or interest) then owing shall also damages of the Lenders and that it would be immediately due impractical and payableextremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of any such Protected Transaction.