When determining the AUM Fees to be paid to MB, no AUM Fee will be assessed on the outstanding principal balance of a Class 1 Note when the aggregate amount of compensation paid to MB, including sales commissions received from the purchase of any Note made prior to the date of this Prospectus and AUM Fee assessed on such Note after the date of this Prospectus, totals 5.5% of the principal balance of such Note.

As a result, the maximum sales compensation to be paid to MP Securities as sales commissions from the sale of Class 1 Notes prior to the effective date and including any AUM Fees paid on the outstanding balance of a Class 1 Note after the date of this Prospectus shall not exceed 5.5% of the principal balance of the Class 1 Notes, determined on a monthly basis, during the term of such Class 1 Note.

aggregate outstanding principal balance of the Company’s repurchase agreement funding is

Agreement, (i) if the aggregate outstanding principal balance of the Company’s repurchase

“Majority in Interest”, when used in reference to Lenders of any Class, means, at any time, # in the case of the Revolving Lenders, Lenders having Revolving Exposures and unused Revolving Commitments representing more than 50% of the sum of the Aggregate Revolving Exposures and the unused Aggregate Revolving Commitment at such time, # in the case of the Term Lenders of any Class, Lenders holding outstanding Term Loans of such Class representing more than 50% of all Term Loans of such Class outstanding at such time and # in the case of the Incremental Term Lenders of any Class, Lenders holding outstanding Incremental Term Loans of such Class representing more than 50% of all Incremental Term Loans of such Class outstanding at such time.

Class B Stock and Class C Stock. Except as expressly provided herein (including without limitation the last sentence of paragraph # of this [subsection (2)]), each holder of shares of Class B Stock and Class C Stock will be entitled to five (5) votes for each share thereof held at the Record Date for the determination of the stockholders entitled to vote on any matter.

Class Action Waiver. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including the breach, termination or validity thereof, shall be finally resolved by arbitration. The tribunal shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. The Parties agree to arbitrate solely on an individual basis, and that this agreement to arbitrate does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force.

80,000,000 shares; plus

the aggregate principal balance of Advances then outstanding will not exceed the limit for Advances set forth in the Transaction Schedule; and

Participant’s Account Balance. The Account balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.