Margin Call Deadline. [Section 6.2] of the Repurchase Agreement is amended and restated to read in its entirety as follows:

Margin Call Deadline. If the Agent delivers a Margin Call to the Seller at or before ​ on any Business Day, then the Seller shall transfer cash and/or Additional Purchased Loans as provided in [Section 6.1] on the same Business Day. If the Agent delivers a Margin Call to the Seller after ​ on any Business Day, then the Seller shall transfer cash and/or Additional Purchased Loans by no later than ​ on the next following Business Day.

At any time on or after the Sixth Amendment Funding Date, in the event that the Loan Parties shall # prepay any Tranche B Loans or # effect any Repricing Amendment (including, for the avoidance of doubt, pursuant to [Section 2.18]), the Borrower shall pay to the Administrative Agent, for the ratable account of each Tranche B Lender, # in the case of [clause (A) above], a prepayment premium equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans so prepaid, and # in the case of [clause (B) above], a fee equal to the Makewhole Amount plus the Repayment Fee Percentage, in each case, with respect to the aggregate principal amount of the Tranche B Loans subject to such Repricing Amendment (such premium or fee referred to in [clauses [(x) and (y)])]], as applicable, the “Repayment Premium”).

Election Deadline. An individual who is a Director as of the first day of any Plan Year beginning on or after ​ may elect to defer his or her Compensation for such Plan Year, by election duly filed with the Committee no later than December 1 of the immediately preceding Plan Year (or such later date as the Committee may authorize in its sole discretion, but not later than December 31 of such immediately preceding Plan Year).

“Margin Call” shall have the meaning specified in [Section 4(b)] of this Agreement.

the Guaranteed Affiliated Asset Value that results from using the date of the applicable Call Option Notice as the date of calculation; LESS

Loan Call Protection. In the event that, prior to the second fourth anniversary of the Closing Second Amendment Effective Date, # the Borrower makes any prepayment or repayment of Initial Term Loans and/or Delayed Draw Term Loans pursuant to Section ‎2.10(a), ‎2.10(c) and ‎2.10(d), (ii) the Borrower makes any prepayment or repayment of Initial Term Loans and/or Delayed Draw Term Loans in whole or in part following a Change in Control or an acceleration of the Initial Term Loans and/or Delayed Draw Term Loans (with the date of such prepayment or repayment, for purposes of calculating the payment required pursuant to this Section ‎2.10(i), to be deemed to be the date on which such Change in Control or acceleration of the Initial Term Loans and/or Delayed Draw Term Loans occurs) or # the Borrower replaces any Lender in accordance with Section ‎2.16(b), in each case, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the ​ holding Initial Term Loans and/or Delayed Draw Term Loans (including any Lender that is replaced pursuant to Section ‎2.16(b)) (each such event, a “Prepayment Premium Event”), a premium equal to # if such event occurs prior to the first anniversary of the Closing Date, 3.00%Second Amendment Effective Date, the sum of # 3.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned) plus # the present value, as reasonably determined by the Administrative Agent (acting at the direction of the Required ​), at such date of prepayment, repayment or assignment of all required remaining scheduled interest payments due on the Initial Term Loans and/or Delayed Draw Term Loans through the first anniversary of the Second Amendment Effective Date (excluding accrued and unpaid interest to, but excluding, the date of such prepayment, repayment or assignment) computed using a discount rate equal to the Treasury Rate as of such date of prepayment, repayment or assignment plus 50 basis points, # if such event occurs after the first anniversary of the Closing Second Amendment Effective Date but on or prior to the second anniversary of the Closing Date, 2.00% and Second Amendment Effective Date, 3.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned), # if such event occurs on or after the second anniversary of the Second Amendment Effective Date but prior to the third anniversary of the Closing Date Second Amendment Effective Date, 2.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned) and # if such event occurs on or after the third anniversary of the Second Amendment Effective Date but prior to the fourth anniversary of the Second Amendment Effective Date, 1.00% of the aggregate principal amount of the Initial Term Loans and/or Delayed Draw Term Loans being prepaid or repaid (or mandatorily assigned) (such premiums, the “Prepayment Premium”). Without limiting the generality of the foregoing, it is understood and agreed that if the Initial Term Loans and/or Delayed Draw Term Loans are accelerated or otherwise become due prior to the Final Maturity Date, in each case, in respect of any Event of Default (including upon the occurrence of an Event of Default under Section ‎8.01(g) or ‎8.01(h) (including the acceleration of claims by operation of law)), any Prepayment Premium or Exit Fee that would otherwise be applicable with respect to a prepayment of the Initial Term Loans and/or Delayed Draw Term Loans at such time pursuant to Section ‎2.10(a) will also be due and payable on the date of such acceleration or such other prior due date as though the Initial Term Loans and/or Delayed Draw Term 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 or the Exit Fee shall be 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 FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE PREPAYMENT PREMIUM OR THE EXIT FEE IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent it may lawfully do so) that: # each of the Prepayment Premium and the Exit Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; # each of the Prepayment Premium and the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made; # there has been a course of conduct between the ​ and the Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium and the Exit Fee; and # the Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

SLAP Approval Deadline. In the event SLAP Approval has not occurred on or before ​ (the “SLAP Approval Deadline”), # interest shall resume accruing on the Outstanding Loan Amount under the Promissory Note effective as of ​, and # the Parties shall promptly meet and discuss an alternative payment of the Outstanding Loan Amount and/or further extension of the Maturity Date. In the event no agreement in writing on such alternative payment and/or extension is reached by ​, any Party may terminate this Agreement (which also terminates the JDA Termination Agreement under the terms thereof) by providing the other Parties written notice, after which no Party shall have any further obligation or liability to the other Parties under this Agreement or the JDA Agreement.

Margin Stock. Neither Parent nor any of its Restricted Subsidiaries owns any Margin Stock or is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to Borrowers or the proceeds of any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors. Neither Parent nor any of its Restricted Subsidiaries expects to acquire any Margin Stock.

Margin Regulations. Except as provided in the second succeeding sentence, Borrower will take all actions so that at all times the fair market value of all Margin Stock owned by Borrower and its Subsidiaries (other than capital stock of Borrower held in treasury) shall not exceed ​. So long as the covenant contained in the immediately preceding sentence is complied with, all Margin Stock at any time owned by Borrower and its Subsidiaries will not constitute Collateral and no security interest shall be granted therein pursuant to any Credit Document. If at any time the fair market value of all Margin Stock owned by Borrower and its Subsidiaries (other than capital stock of Borrower held in treasury) exceeds ​, then # all Margin Stock owned by the Credit Parties (other than capital stock of Borrower held in treasury) shall be pledged, and delivered for pledge, pursuant to the Security Agreement and # Borrower will execute and deliver to Lender appropriate completed forms (including, without limitation, Forms G-3 and U-1, as appropriate) establishing compliance with Regulations T, U and X. If at any time any Margin Stock is required to be pledged as a result of the provisions of the immediately preceding sentence, repayments of outstanding Obligations shall be required, and subsequent Credit Events shall be permitted, only in compliance with the applicable provisions of Regulations T, U and X.