Pub. 10 2020-2021 Issue 1

1 Please review specific features of the three facilities in the respective term sheets. 2 Adjusted 2019 EBITDA must be calculated using a methodology the Eligible Lender previously required to be used for adjusting EBITDA when extending credit to the Eligible Borrower or to similarly situated borrowers on or before April 24, 2020 (must be a method used recently, and if multiple methods were used, must use the most conservative). 3 Calculated as of the date of the loan application. 4 Adjusted 2019 EBITDA must be calculated using the methodology the Eligible Lender previously required to be used for adjusting EBITDA when originating or amending the underlying loan on or before April 24, 2020 (must be a method used recently and if multiple methods used, must use most conservative). 5 The SPV will pay the Eligible Lender 0.25% of the principal amount of its participation annually for servicing. Terms MSNLF 1 MSPLF MSELF Term Four years Four years Four years Minimum Loan Size $500,000 $500,000 $10 million Maximum Loan Size Lesser of: • $25 million; or • Four times 2019 adjusted EBITDA 2 minus existing out- standing and un- drawn available debt 3 Lesser of: • $25 million; or • Six times 2019 adjusted EBIT - DA 2 minus existing outstanding and undrawn available debt 4 Lesser of: • $200 million; • 35% of existing outstanding and undrawn available pari passu debt; or • Six times 2019 adjusted EBITDA 3 minus existing outstanding and undrawn available debt 4 Required Retention by Eligible Lender 5% 15% 5% of Upsized Tranche Principal Repayment (Year One Deferred for All) (Includes cap- italized interest) 1/3 at the end of year 2, year 3, and at maturity 15% at the end of year 2 and year 3, 70% at maturity 15% at the end of year 2 and year 3, 70% at maturity Rate LIBOR (1 month or 3 month) + 3% LIBOR (1 month or 3 month) + 3% LIBOR (1 month or 3 month) + 3% Fees 5 1% to SPV; up to 1% to Eligible Lender 1% to SPV; up to 1% to Eligible Lender 0.75% to SPV; up to 0.75% to Eligible Lender Security Can be secured or unse- cured, 1st or 2nd lien Must be secured if Eligible Borrower has other secured debt (other than Mortgage Debt). Can be unsecured if no secured debt other than Mortgage Debt at origination. If secured, “Collateral Coverage Ratio” at origination must be at least 200% or not less than the aggre- gate “Collateral Coverage Ratio” of all other secured debt (other than Mortgage Debt). Does not need to share collateral with other secured debt, but if it does, must be senior or pari passu with such other debt. Must contain lien covenant/negative pledge (with baskets/exceptions) consistent with what Eligible Lender uses in ordinary course with similar- ly situation borrowers. Must be secured if Eligible Borrower has other secured debt (other than Mortgage Debt). Can be unsecured if no secured debt other than Mortgage Debt at origination. Any collateral that secures the un- derlying loan must secure the up- sized tranche on a pari passu basis (however, if the underlying facility includes a revolving tranche and a term tranche, the upsized tranche only needs to share collateral with the term tranche on a pari passu basis). Must contain lien covenant/ negative pledge (with baskets/ exceptions) consistent with what Eligible Lender uses in ordinary course with similarly situation borrowers. Special Features/ Requirements Cannot be contractually subordinated. Eligible Borrower can in- cur additional debt after receiving. Cannot be contractually subordinated. Can be used to refinance existing debt owed to other lenders (not the Eligible Lender). Cannot be contractually subordi- nated. Loan being upsized must have been originated on or before April 24, 2020 and have at least 18 months remaining before matu- rity (maturity may be extended at time of upsizing to satisfy 18-month requirement).