The Borrower has requested that the Initial Term ​ make Initial Term Loans to the Borrower in an aggregate principal amount of ​ comprised of ​ of First Draw Term Loans and up to ​ of Delayed Draw Term Loans.

“Majority in Interest”, when used in reference to ​ of any Class, means, at any time, # in the case of the Revolving ​, ​ 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, and # in the case of the Term ​ of any Class, if any, ​ holding outstanding Term Loans of such Class representing more than 50% of all Term Loans of such Class outstanding at such time.

The outstanding shares of Class A Preferred Stock and the Class B Preferred are redeemable at the option of the holder upon the occurrence of certain events constituting a “Fundamental Change” as defined in the Amended Certificate of Incorporation.

Class A Stock, Class B Stock, Class C Stock and Common Stock. The rights, preferences, privileges, restrictions and other matters relating to the Class A Stock, Class B Stock, Class C Stock and Common Stock are as follows:

Maturity. In the event that a Qualified Financing has not occurred by the Maturity Date, the Holder, in its sole option, may elect to # have the Outstanding Balance repaid by the Company in cash; or # as soon as practicable following the Maturity Date, convert such Outstanding Balance into equity securities of the Company having substantially the same rights as the most senior class of stock of the Company outstanding immediately prior to the Maturity Date or if no class of stock senior to the Company's common stock is outstanding, into common stock, in each case at the Conversion Price, which shall be ​ if no Qualified Financing has occurred prior to the Maturity Date.

“Amortization Period Beginning Balance” shall mean the aggregate outstanding Purchase Prices of all Purchased Assets on the Availability Period Expiration Date.

“Cash on Hand” shall mean, at any time, the aggregate total of Unrestricted Cash and Unrestricted Cash Equivalents on Borrower’s balance sheet and available for use minus the outstanding principal balance of the Revolving Loans.

A = the amount of Interest Collections on the Aggregate Outstanding Loan Balance during such Settlement Period and the two preceding Settlement Periods;

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

Certificate. The EnTrust Contributor shall have delivered to the Permal Contributor a certificate of the EnTrust Contributor, executed by an executive officer of the EnTrust Contributor, stating that the conditions set forth in [Sections 8.2(a), (b), (c) and (d)])])])] have been completed.