Common use of Acknowledgement and Consent to Bail-In of EEA Financial Institutions Clause in Contracts

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and consents to and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto and thereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecuredLocal Currency Addendum, or the Japan Local Currency Addendum, as applicable, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder or thereunder which may be payable to it by any party hereto or thereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement Agreement, the Local Currency Addendum or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been acceptedJapan Local Currency Addendum; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder under any Loan Document which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this subsection 10.23 shall modify or otherwise alter the rights or obligations with respect to any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), to the extent permitted by law, waives any and all claims against the Collateral Trustee for, agrees not to initiate a suit against the Collateral Trustee in respect of, and agrees that the Collateral Trustee shall not be liable for, any action that the Collateral Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority with respect to the Loan. By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), acknowledges and agrees that, upon the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority, (a) the Collateral Trustee shall not be required to take any further directions from the Administrative Agent or the Lenders under the terms shall for purposes of this Agreement unless secured or indemnified to its satisfaction, that they may not direct the Collateral Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of a Write-Down and Conversion Powers or a request to call a meeting or take any other action under this Agreement in connection with the exercise of a Write-Down and Conversion Powers unless secured or indemnified to its satisfaction and (b) this Agreement shall not impose any duties upon the Collateral Trustee whatsoever with respect to the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority. The Borrower’s and Servicer’s obligations to indemnify the Collateral Trustee in accordance with the terms of this Agreement or the other Transaction Documents shall survive the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority. The parties hereto agree that they will not amend, change or modify this Section have 8.04 and the meanings set forth below:related rights, immunities, indemnities and protections of the Collateral Trustee without the Collateral Trustee’s written consent.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement Agreement, any Note or in any other agreement, arrangement or understanding among any such parties with respect to the parties heretosubject matter hereof, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been acceptedAgreement; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The In the event a Lender has been notified by an EEA Resolution Authority that it has or may be subject to a Bail-In Action, it shall immediately notify the Agent who shall in turn promptly notify the Company. As used in this Agreement, the following terms shall for purposes of this Section have the meanings set forth belowfollowing meanings:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms To the extent not prohibited by applicable law, rule or regulation, each Lender shall for purposes notify the Company and the Administrative Agent if it has become the subject of this Section have the meanings set forth below:a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur).

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement Agreement, the Local Currency Addendum, the Japan Local Currency Addendum or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto and thereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecuredLocal Currency Addendum or the Japan Local Currency Addendum, as applicable, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder or thereunder which may be payable to it by any party hereto or thereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement Agreement, the Local Currency Addendum or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been acceptedJapan Local Currency Addendum; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable:; (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or any other instrument or document furnished pursuant hereto or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, Agreement or any other instrument or document furnished pursuant hereto may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares instrument or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepteddocument furnished pursuant hereto; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder under any Loan Document which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this subsection 10.22 shall modify or otherwise alter the rights or obligations with respect to any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liabilities arising hereunder which may be payable to it by any party hereto Lender or Issuing Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or; (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of Notwithstanding anything to the contrary herein, nothing contained in this Section have 10.23 shall modify or otherwise alter the meanings set forth below:rights or obligations under this Agreement or any other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of the writeWrite-down Down and conversion powers of any EEA Resolution AuthorityConversion Powers. The following terms shall for purposes of Notwithstanding anything to the contrary herein, nothing contained in this Section have 1.4 shall modify or otherwise alter the meanings set forth below:rights or obligations with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this Subsection 11.23 shall modify or otherwise alter the rights or obligations under this Agreement or any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this any Financing Agreement or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this any Financing Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been acceptedFinancing Agreement; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 1. The following terms A date down endorsement (or other title product, including, without limitation, a new title policy, where such date down endorsement is not available) to each existing title insurance policy (each, a “Mortgage Policy”) insuring the lien of such existing Mortgaged Property, which shall reasonably assure the Agent as of the date of such endorsement that the Mortgaged Property subject to the lien of the applicable Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage; 2. such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement (or other title product) to each Mortgage Policy contemplated in this Schedule I and reasonable evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for purposes the issuance of the endorsement to such Mortgage Policy (or the issuance of the other title product where such date down endorsement is not available) contemplated in this Section have Schedule I; and either: A) confirmation (which confirmation may be provided in the meanings set forth belowform of an electronic mail acknowledgement in form and substance reasonably satisfactory to the Agent) from local counsel in each jurisdiction in which any Mortgaged Property is located substantially to the effect that: i) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Term Loan Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Term Loan Agreement, as amended pursuant to this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the respective parties heretothereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-In in Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The . (b) As used in this Section 10.26 the following terms shall for purposes of this Section have the following meanings set forth below:ascribed thereto: (i) “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) I.1.1 the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) I.1.2 the effects of any Bail-In Action on any such liability, including, if applicable: (ia) a reduction in full or in part or cancellation of any such liability; (iib) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiic) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. (d) The Notes shall be delivered by the Issuer to and registered in the name of each Funding Agent for its Purchaser Group, as agent and nominee for the members of such Purchaser Group, and in each case shall be for an aggregate principal amount equal to the Commitment of the Bank Purchaser in such Purchaser Group. On and subject to the terms and conditions of this Agreement from the Closing Date and prior to the Facility Termination Date, the Conduit Purchaser in each Purchaser Group may, and if the Conduit Purchaser in a Purchaser Group does not (or if there is no Conduit Purchaser in a Purchaser Group), the Bank Purchaser in the such Purchaser Group shall, advance its Funding Percentage of each Borrowing requested; provided that in no event shall a Bank Purchaser be required on any date to make an advance exceeding its aggregate Available Commitment, (determined prior to giving effect to such advance or the Maximum Borrowing Amount); provided, further that in no event shall Borrowings occur more frequently than twice every calendar month unless otherwise approved by the Funding Agents. Such advance shall be made available to the Issuer, subject to the satisfaction of the conditions specified in Section 3.2 hereof, at or prior to 4:00 p.m. New York City time on the applicable Funding Date by deposit of immediately available funds into an account designated by the Issuer to the Funding Agents. Each Borrowing on the applicable Funding Date shall be made on prior notice from the Issuer received by the Funding Agents (such notice, a “Borrowing Notice”) not later than 10:00 a.m. New York City time on the second Business Day preceding such Funding Date. Each Borrowing Notice shall be irrevocable and shall (i) specify the aggregate amount of the Borrowing, which may not exceed the Maximum Borrowing Amount, (ii) specify the applicable Funding Date (which shall be a Business Day), (iii) provide a detailed calculation of the Borrowing Base as of such Funding Date and (iv) certify that no Borrowing Base Deficiency exists before such Borrowing and, after giving effect to such Borrowing, no Borrowing Base Deficiency shall exist and shall be in substantially in the form attached hereto as Exhibit D. Borrowings may occur on any Business Day. Each Borrowing Notice will be accompanied by a current Schedule of Timeshare Loans in an electronic format acceptable to the Funding Agents. Each Funding Agent shall promptly forward a copy of all Borrowing Notices and related Schedules of Timeshare Loans to each Purchaser in its Purchaser Group no later than Noon on the same day received. Pursuant to the Indenture, the Issuer shall issue the Notes. Each Borrowing shall be evidenced by a corresponding increase in the Outstanding Note Balance of each Note. Each Note will have its Outstanding Note Balance increased on each Funding Date by its allocable share of such Borrowing. Payments on the Notes shall be made as provided in the Indenture and each Funding Agent shall allocate to the Purchasers in its Purchaser Group each payment in respect of the Notes received by the Funding Agent in its capacity as nominee of the Purchasers in its Purchaser Group. Each Funding Agent shall keep, with respect to its Purchaser Group, records of each Borrowing, each Interest Accrual Period applicable thereto, the interest rate(s) applicable to the Notes and each payment of principal and interest thereon. Such records shall be rebuttably presumptive evidence of the subject matter thereof absent manifest error. The following terms aggregate minimum advance for a Funding Date shall for purposes of this Section have be $2,000,000; provided, however, that if the meanings set forth below:Available Commitment shall be less than $2,000,000, the minimum advance shall be equal to the Available Commitment.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. IN WTNESS WHEREOF, the parties hereto have cause this Agreement to be duly executed as of the date first written BORROWER: I3 VERTICALS, LLC a Delaware limited liability company By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer and Secretary GUARANTORS: I3 VERTICALS MANAGEMENT SERVICES, INC., a Delaware corporation By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer and Secretary CP-DBS, LLC, a Delaware limited liability company CP-PS, LLC, a Delaware limited liability company FAIRWAY PAYMENTS, LLC, a Virginia limited liability company I3-AXIA, LLC, a Delaware limited liability company I3-BP, LLC, a Delaware limited liability company I3-CSC, LLC, a Delaware limited liability company I3-EZPAY, LLC, a Delaware limited liability company I3-INFIN, LLC, a Delaware limited liability company I3-LL, LLC, a Delaware limited liability company I3-PBS, LLC, a Delaware limited liability company I3-XXXXXXX, LLC, a Delaware limited liability company I3-RS, LLC, a Delaware limited liability company I3-TS, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Chief Financial Officer and Secretary AGENT: BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Xxxxxxxxx Xxxxxxx Name:Xxxxxxxxx Xxxxxxx Title: Assistant Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swingline Lender By: /s/ Xxxx Xxxxxx Name:Xxxx Xxxxxx Title: Sr. Vice President FIFTH THIRD BANK, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President, RM XXXXX FARO BANK, N.A., as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Managing Director REGIONS BANK, as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President FIRST BANK, as a Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: SVP PINNACLE BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: SVP CAPSTAR BANK, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Vice President FRANKLIN SYNERGY BANK, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: SVP TENNESSEE BANK & TRUST, as a Lender By: /s/ Xxxxx X. Story Jr. Name: Xxxxx L Story Jr. Title: EVP Schedule 1.01 Disqualified Institutions Schedule 2.01 Commitments and Applicable Percentages Schedule 5.10 Insurance Schedule 5.13 Subsidiaries Schedule 5.17 IP Rights Schedule 5.20(a) Locations of Real Property Schedule 5.20(b) Location of Chief Executive Office, Taxpayer Identification Number, Etc. Schedule 5.20(c) Changes in Legal Name, State of Formation and Structure Schedule 5.20(d) Deposit and Investment Accounts Schedule 7.01 Liens Existing on the Closing Date Schedule 7.02 Investments Existing on the Closing Date Schedule 7.03 Indebtedness Existing on the Closing Date Schedule 11.01 Certain Addresses for Notices On file with the Administrative Agent. On file with the Administrative Agent. See attached. Loan Party JurisdictionofOrganization Number of Shares of EachClass of Equity InterestsOutstanding Number and Percentage ofOutstanding of Each ClassOwned by any Loan Party or anySubsidiary i3 Verticals, LLC Delaware 18,792,129 of Class A Shares4,406,331 of Common Shares6,528,850 of Class P Shares N/A i3 Verticals Management Services, Inc. Delaware 1,000 shares of Commonshares 100% owned by i3 Verticals, LLC CP-PS, LLC Delaware N/A 100% owned by i3 Verticals, LLC CP-DBS, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-RS, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-EZPay, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-LL, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-PBS, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-Infin, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-BP, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-Axia, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-Xxxxxxx, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-CSC, LLC Delaware N/A 100% owned by i3 Verticals, LLC i3-TS, LLC Delaware N/A 100% owned by i3 Verticals, LLC Fairway Payments, LLC Virginia N/A 100% owned by i3 Verticals, LLC Owner Xxxx RegistrationNo. RegistrationDate Status i3-EZPAY, LLC SPS EZPAY SIMPLYPROGRESSIVE (stylized) 5040044 9/13/16 Registered i3-PBS, LLC PRACTICAL SOLUTIONS FORPRACTICAL PEOPLE 5090036 11/29/2016 Registered The Loan Parties do not own any real property. However, the following table represents the property that each Loan Party leases. I3 Verticals, LLC 00 Xxxxxx Xxxxx Boulevard, Suite 415,Nashville, TN 37215 Xxxxxx Hills IV Investments, Inc. I3 Verticals, LLC 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxx, XX00000 GPI Bayport, Ltd. CP-DBS, LLC 00000 X. Xxxxxxxx Xxxx, Xxxxx XX, Xxxxx000, Xxxxxxxxxx, XX 00000 Wyco Equities, Inc. CP-DBS, LLC 0000 Xxxxx Xxxxxx NE, Canton, OH, 44705 X. Xxxxx and Xxxxxxx X. Xxxxx,Co-Trustees I3-RS, LLC 00 Xxxxx Xxxxxx, Xxxxx 0000, 00xx Xxxxx, XxxXxxx, XX 00000 COWORKRS LLC I3-PBS, LLC Chamber Business Center, 0000 X.Xxxxxxxxxxx Xxxxx, Xxxxxxxx Xxx, XX,00000 Greater Susquehanna ValleyChamber of Commerce, Inc. I3-PBS, LLC 00000 X. Xxxxx Xxx, Xxxxx 0, Xxxxxxxxxx, XX00000 Wellington Land Development,LLC I3-PBS, LLC 0000 X. Xxx Xxxxx Xxxxxxxxxxx, XX 00000 (Personal home of employee) I3-Infin, LLC 0000 Xxxxxx Xxxxx Drive, Suites 110 and140, Cincinnati, OH 45242 Xxxxxx Xxxxx 4455 LLC I3-Infin, LLC 000 Xxxxxxxxx Xxxxxx, Xxxxx 000-X,Xxxxxxxxx, XX 00000 Corporate Centre I3-Axia, LLC 0000 Xxxxx Xxxxx, Xxxxx 00, Xxxxx Xxxxxxx, CA93109 0000 Xxxxx Xxxxx Xxxxx Partners I3-Axia, LLC 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX00000 K.J.L. Associates I3-Xxxxxxx, LLC 00000 Xxxx Xxxx, Suite 100, Wixom, MI48393 Damas Management, LLC Fairway Payments, LLC 000 X. Xxx Street, Suite 500 Domar Properties, LLC Legal Name of Loan Party Jurisdiction ofOrganization Chief Executive Office U.S. TaxpayerIdentificationNumber OrganizationalIdentificationNumber I3 Verticals, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite415, Nashville, TN 37215 *** *** i3 VerticalsManagementServices, Inc. Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** CP-PS, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** CP-DBS, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-RS, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-EZPay, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-LL, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-PBS, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-Infin, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-BP, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-Axia, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-Xxxxxxx, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-CSC, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** i3-TS, LLC Delaware 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** Fairway Payments,LLC Virginia 00 Xxxxxx Xxxxx Blvd, Suite 415, Nashville, TN 37215 *** *** I3 Verticals, LLC Previously known as “Charge Payments, LLC” -name change effective December 2, 2014 DE i3 Verticals ManagementServices, Inc. N/A DE CP-PS, LLC N/A DE CP-DBS, LLC N/A DE i3-RS, LLC N/A DE i3-EZPay, LLC N/A DE i3-LL, LLC N/A DE i3-PBS, LLC N/A DE i3-Infin, LLC N/A DE i3-BP, LLC N/A DE i3-Axia, LLC N/A DE i3-Xxxxxxx, LLC N/A DE i3-CSC, LLC N/A DE i3-TS, LLC N/A DE Fairway Payments, LLC Previously known as “Fairway Payments, Inc.”-conversion effective on or around July 28, 2017 VA i3 Verticals, LLC First Bank *** *** i3 Verticals, LLC First Bank *** *** CP-DBS, LLC First Bank *** *** CP-DBS, LLC First Bank *** *** CP-DBS, LLC First Bank *** *** CP-PS, LLC First Bank *** *** i3 Verticals, LLC First Bank *** *** i3 Verticals, LLC First Bank *** *** i3-Axia, LLC First Bank *** *** i3-BP, LLC First Bank *** *** i3-EZPay, LLC First Bank *** *** i3-EZPay, LLC First Bank *** *** i3-Infin, LLC First Bank *** *** i3-Infin, LLC First Bank *** *** i3-LL, LLC First Bank *** *** i3-PBS, LLC First Bank *** *** i3-Xxxxxxx, LLC First Bank *** *** i3-RS, LLC First Bank *** *** i3 VerticalsManagementServices, Inc. First Bank *** *** i3 Verticals, LLC First Bank *** *** i3-CSC, LLC First Bank *** *** i3-TS, LLC First Bank *** *** i3 Verticals, LLC Fifth Third *** *** i3 Verticals, LLC Bank of America *** *** i3 Verticals, LLC Bank of America *** *** i3 Verticals, LLC Bank of America *** *** i3 Verticals, LLC Bank of America *** *** i3 Verticals, LLC Bank of America *** *** CP-DBS, LLC JPMorgan ChaseBank *** *** CP-DBS, LLC JPMorgan ChaseBank *** *** CP-DBS, LLC JPMorgan ChaseBank *** *** CP-DBS, LLC JPMorgan ChaseBank *** *** CP-DBS, LLC JPMorgan ChaseBank *** *** FairwayPayments, LLC Access NationalBank *** *** None. i3 Verticals, LLC invested $100,000 in Axia Technologies, LLC in connection with the closing of the Asset Purchase Agreement dated as of April 29, 2016, by and among i3-Axia, LLC, Axia Holdings, Inc., Axia Payments, Inc., the Xxxxx Living Trust, Xxxxxx Xxxxx, Xxx Xxxxx, and i3 Verticals, LLC for an 8% equity stake in Axia Technologies, LLC. None. To any Loan Party: i3 Verticals, LLC40 Xxxxxx Xxxxx Xxxxxxxxx, Xxxxx 000Xxxxxxxxx, XX 00000 With a copy(which shall not constitute notice) to: Xxxxxx Xxxxxxx Xxxxxx & Xxxxx, LLP511 Union Street, Suite 2700Nashville, TN 37219Attention: Xxxxxx Xxxx To the Administrative Agent: Bank of America, N.A.135 X. XxXxxxx StreetMail Code IL4-135-09-61Chicago, IL 60603Attention: Xxxxxxxxx Xxxxxxx To the L/C Issuer: Bank of America, N.A.1 Fleet WayMail Code PA6-580-02-30Scranton, PA 18507Attention: Xxxxxxx Xxxxxx To the Swingline Lender: Bank of America, N.A.901 Main StreetMail Code TX1-492-14-11Dallas, TX 75202-3735Attention: Xxxx Xxxxxxxx To: Bank of America, N.A., as Administrative Agent Agency Management Ladies and Gentlemen: THIS SECURED PARTY DESIGNATION NOTICE is made by _______________________, a ______________ (the “Designor”), to BANK OF AMERICA, N.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “Administrative Agent”). All capitalized terms not defined herein shall for purposes of this Section have the meanings set forth below:meaning ascribed to them in the Credit Agreement.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything and to the contrary in exclusion of any other term of this Agreement or in any other agreementagreements, arrangement arrangements or understanding among between any Underwriters organized in the parties heretoUnited Kingdom and the Company, each party hereto the Company acknowledges and accepts that any liability of any EEA Financial Institution a BRRD Liability arising under this Agreement, to the extent such liability is unsecured, Agreement may be subject to the write-down and conversion powers exercise of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) in Powers by the Relevant Resolution Authority, and consents to and acknowledges acknowledges, accepts, and agrees to be bound by: (a) the application effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any Write-Down Underwriters organized in the United Kingdom to the Company under this Agreement, which (without limitation) may include and Conversion Powers by an EEA Resolution Authority to result in any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; andof the following, or some combination thereof: (b) the effects reduction of any Bail-In Action on any such liabilityall, includingor a portion, if applicable: (i) a reduction in full of the BRRD Liability or in part or cancellation of any such liabilityoutstanding amounts due thereon; (iic) a the conversion of all, or a portion ofportion, such liability of the BRRD Liability into shares shares, other securities or other instruments obligations of ownership any Underwriters organized in such EEA Financial Institution, its parent entity the United Kingdom or a bridge institution that may be issued to it or otherwise conferred on itanother person, and that the issue to or conferral on the Company of such shares shares, securities or other instruments obligations; (d) the cancellation of ownership will be accepted by it in lieu the BRRD Liability; and (e) the amendment or alteration of any rights with respect to interest, if applicable, thereon, the maturity or the dates on which any such liability under this Agreement or any other Loan Documentpayments are due, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; orincluding by suspending payment for a temporary period; (iiif) the variation of the terms of such liability in connection with this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the write-down and conversion powers of any EEA Relevant Resolution Authority. The following terms shall for For the purposes of this Section have the meanings set forth below12:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (ic) a reduction in full or in part or cancellation of any such liability; (iii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms Each Lender confirms as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that, unless notified in writing to the Borrower and the Agent, it is not an EEA Financial Institution. Each Lender shall promptly notify the Borrower and the Agent if for purposes of this Section have the meanings set forth below:any reason, at any time, it becomes an EEA Financial Institution.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Affected Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA the applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA the applicable Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the respective parties heretothereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-In in Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. (b) As used in this Section 10.26 the following terms have the following meanings ascribed thereto: (i) “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution; (ii) “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; (iii) “EEA Financial Institution” means (x) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (y) any entity established in an EEA Member Country which is a parent of an institution described in clause (x) of this definition, or (x) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (x) or (y) of this definition and is subject to consolidated supervision with its parent; (iv) “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway; (v) “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution; (vi) “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time; and (vii) “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of any such EEA Resolution Authority. The following terms shall Authority from time to time under the Bail-In Legislation for purposes of this Section have the meanings set forth below:applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a A reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a A conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the The variation of the terms of such liability Covered Liability in connection with the exercise of the writeWrite-down Down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:Conversion Powers.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers powersWrite-Down and Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and consents to and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down downWrite-Down and conversion powers powersConversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder under any Loan Document which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this subsection 11.22 shall modify or otherwise alter the rights or obligations with respect to any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:liability that is not a Covered Liability.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto from time to time, acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of contrary herein, nothing contained in this Section have 11.23 shall modify or otherwise alter the meanings set forth below:rights or obligations under this Agreement with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes . (f) Exhibit L to the Credit Agreement is hereby amended by deleting the phrase “and no more than four Auctions may be made in any period of this Section have four consecutive fiscal quarters of the meanings set forth below:Borrower” at the end of the paragraph therein entitled “Summary”.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion Conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion Conversion powers of any EEA Resolution Authority. The following terms shall for purposes parties hereto have caused this Agreement to be duly executed as of this Section have the meanings set forth below:day and year first above written. a Delaware corporation By: /s/ Rxxxxx X. Xxxxxx, Xx. Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion Conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. . (q) The following terms shall for purposes of this Section have the meanings set forth below:Credit Agreement is further amended by deleting Schedule I attached thereto and replacing it with Schedule I attached hereto. (r) The Credit Agreement is further amended by deleting Exhibit F attached thereto and replacing it with Exhibit F attached hereto

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the any such parties heretothereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes In Witness Whereof, the parties hereto have caused this Agreement to be duly executed and delivered as of this Section have the meanings set forth below:day and year first above written. BLACK HILLS CORPORATION, a South Dakota corporation By: / Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President and Chief Financial Officer JPMORGAN CHASE BANK, N.A., as the Administrative Agent and a Bank By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Officer

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything and to the contrary in exclusion of any other term of this Agreement or in any other agreementagreements, arrangement arrangements or understanding among between any BRRD Party and the parties heretoCompany, each party hereto the Company acknowledges and accepts that any liability of any EEA Financial Institution a BRRD Liability arising under this Agreement, to the extent such liability is unsecured, Agreement may be subject to the write-down and conversion powers exercise of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) in Powers by the Relevant Resolution Authority, and consents to and acknowledges acknowledges, accepts, and agrees to be bound by: (a) the application effect of any Writethe exercise of Bail-Down and Conversion in Powers by an EEA the Relevant Resolution Authority in relation to any such liabilities arising hereunder which may be payable BRRD Liability of each Underwriter subject to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on Powers of a Relevant Resolution Authority (a “BRRD Party”) to the Company under this Agreement, which (without limitation) may include and result in any such liabilityof the following, including, if applicableor some combination thereof: (i) the reduction of all, or a reduction in full portion, of the BRRD Liability or in part or cancellation of any such liabilityoutstanding amounts due thereon; (ii) a the conversion of all, or a portion ofportion, such liability of the BRRD Liability into shares shares, other securities or other instruments obligations of ownership in such EEA Financial Institution, its parent entity each BRRD Party or a bridge institution that may be issued to it or otherwise conferred on itanother person, and that such shares the issue to or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to conferral on the right Company of such recipient to decline ownership of such shares shares, securities or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; orobligations; (iii) the cancellation of the BRRD Liability; and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; (b) the variation of the terms of such liability in connection with this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the write-down and conversion powers of any EEA Relevant Resolution Authority. The following terms shall for For the purposes of this Section have the meanings set forth below12:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution that is a Lender or an Issuing Bank arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following CONSENT (this “Consent”) to Amendment No. 3 (“Amendment No. 3”) to that certain Credit Agreement dated as of October 9, 2012, among Advanced Disposal Services, Inc., a Delaware corporation (f/k/a ADS Waste Holdings, Inc., the “Borrower”), Advanced Disposal Waste Holdings Corp., a Delaware corporation (“Intermediate Holdings”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), Deutsche Bank Trust Company Americas, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”), Issuing Bank and Swing Line Lender (as amended as of February 8, 2013, February 14, 2014 and as may be further amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall for purposes of this Section have the meanings set forth below:assigned to such terms in Amendment No. 3.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) i. a reduction in full or in part or cancellation of any such liability; (ii) . a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) . the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms , in each case, to the extent that, at the time, the foregoing shall for purposes be the general policy or practice of such EEA Financial Institution with respect to similarly situated customers under comparable provisions of similar agreements; provided that nothing in this Section have the meanings set forth below:2.12 shall require any EEA Financial Institution to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes Each of the parties hereto has caused a counterpart of this Section have Loan Agreement to be duly executed and delivered as of the meanings set forth below:date first above written. a New Mexico corporation By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Vice President and Treasurer JPMORGAN CHASE BANK, N.A., individually in its capacity as a Lender and in its capacity as Administrative Agent By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Director

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down downWrite-Down and conversion powers powersConversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or L/C IssuerIssuing Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down downWrite-Down and conversion powers powersConversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable:; (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), to the extent permitted by law, waives any and all claims against the Collateral Trustee for, agrees not to initiate a suit against the Collateral Trustee in respect of, and agrees that the Collateral Trustee shall not be liable for, any action that the Collateral Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority with respect to the Loan. By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), acknowledges and agrees that, upon the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority, (a) the Collateral Trustee shall not be required to take any further directions from the Administrative Agent or the Lenders under the terms shall for purposes of this Agreement unless secured or indemnified to its satisfaction, that they may not direct the Collateral Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of a Write-Down and Conversion Powers or a request to call a meeting or take any other action under this Agreement in connection with the exercise of a Write-Down and Conversion Powers unless secured or indemnified to its satisfaction and (b) this Agreement shall not impose any duties upon the Collateral Trustee whatsoever with respect to the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority. The Borrower’s and Servicer’s obligations to indemnify the Collateral Trustee in accordance with the terms of this Agreement or the other Transaction Documents shall survive the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority. The parties hereto agree that they will not amend, change or modify this Section have 8.04 and the meanings set forth below:related rights, immunities, indemnities and protections of the Collateral Trustee without the Collateral Trustee’s written consent.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following To: Wilmington Trust, National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement, dated as of May 3, 2011, as amended as of February 20, 2013, further amended as of September 12, 2014 and further amended as of February 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IASIS Healthcare LLC (the “Borrower”), IASIS Healthcare Corporation, Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall for purposes of this Section have the meanings assigned to such terms in the Credit Agreement. The Borrower hereby gives you notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement, that it hereby requests (select one): q A Borrowing of new Loans q A conversion of Loans q A continuation of Loans to be made on the terms set forth below: (A) Class of Borrowing1 (B) Date of Borrowing, conversion or continuation (which is a Business Day) (C) Principal amount (D) Type of Loan2 (E) Interest Period3 1 Term B-1 Loan, Term B-2 Loan, Extended Term Loan, Incremental Term Loan or Replacement Term Loan. 2 Specify LIBOR Loan or Base Rate Loan. 3 Applicable for LIBOR Borrowings/Loans only. The undersigned hereby certifies that the following statements will be true on the date of the proposed borrowing: (a) The representations and warranties of the Borrower contained in Article V of the Credit Agreement will be true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they will be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language will be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) No Default will exist or would result from the borrowing of the Loans or from the application of the proceeds thereof. IASIS HEALTHCARE LLC By: Name: Title: LENDER: [●] PRINCIPAL AMOUNT: $[●] FOR VALUE RECEIVED, the undersigned, IASIS HEALTHCARE LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Amended and Restated Credit Agreement, dated as of May 3, 2011, as amended as of February 20, 2013, further amended as of September 12, 2014 and further amended as of February 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, IASIS Healthcare Corporation, Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto) (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to the Term Loan made by the Lender to the Borrower pursuant to Section 2.01 of the Credit Agreement, and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of the Term Loan made by the Lender to the Borrower pursuant to the Credit Agreement. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note. Upon the occurrence and continuation of one or more of the Events of Default specified in Section 8.01 of the Credit Agreement, all amounts then remaining unpaid under this Note shall become, or may be declared to be, immediately due and payable as provided in the Credit Agreement. This note is one of the Term Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. IASIS HEALTHCARE LLC By: Name: Title: Date Amount of Loan Maturity Date Payments of Principal/Interest Principal Balance of Note Name of Person Making the Notation Reference is made to the Amended and Restated Credit Agreement, dated as of May 3, 2011, as amended as of February 20, 2013, further amended as of September 12, 2014 and further amended as of February 17, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IASIS Healthcare LLC (the “Borrower”), IASIS Healthcare Corporation, Wilmington Trust, National Association, as administrative agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, in his/her capacity as a Responsible Officer of the Borrower, certifies as follows:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Bank that is an EEAAffected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Lender or Issuing Bank that is an EEAAffected Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA EEAthe applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party Lender or Issuing Bankparty hereto that is an EEA EEAAffected Financial Institution; and (b) the effects of any Bail-inBail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA EEAAffected Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA EEAthe applicable Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and consents to and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this any Financing Agreement or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this any Financing Agreement, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been acceptedFinancing Agreement; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Reference is made to the Second Amended and Restated Term Loan Agreement, dated as of August 25, 2014 and effective as of January 30, 2015 (as amended by that certain Amendment No. 1, dated as of December 21, 2015, that certain Amendment No. 2, dated as of December 21, 2015, that certain Amendment No. 3 and Consent, dated as of February 11, 2016, that certain Amendment No. 4, dated as of June 22, 2016, that certain Amendment No. 5, dated as of December 23, 2016, that certain Amendment No. 6, dated as of June 27, 2017 and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Term Loan Agreement”) among ALBERTSONS COMPANIES, INC. (as successor to Albertsons Companies, LLC by way of merger), ALBERTSON’S LLC, a Delaware limited liability company, the co-borrowers party thereto, the guarantors party thereto, the parties thereto from time to time as lenders and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent. The Term Loan Agreement is amended to delete the stricken text (indicated textually in the same manner as the following terms shall for purposes examples: stricken text or stricken text) and to add the double-underlined text (indicated textually in the same manner as the following examples: double-underlined text or double-underlined text) as set forth in the pages of this Section have the meanings Term Loan Agreement set forth below:. THE OTHER CO-BORROWERS FROM TIME TO TIME PARTY HERETO as Co-Documentation Agents Term B-2 Loan CUSIP # 00000XXX0 Term X-0 Xxxx XXXXX # 00000XXX0 Term B-4 Loan CUSIP # 00000XXX0 Term B-5 Loan CUSIP # 00000XXX0 2016-1 Term X-0 Xxxx XXXXX # 00000XXX0 2016-1 Term X-0 Xxxx XXXXX # 00000XXX0 Term B-6 Loan CUSIP # 00000XXX0 2016-2 Term X-0 Xxxx XXXXX # 00000XXX0 2016-2 Term X-0 Xxxx XXXXX # 00000XXX0 2016-1 Term B-6 Loan CUSIP # 00000XXX0 2017-1 Term B-4 Loan CUSIP # 00000XXX0 2017-1 Term X-0 Xxxx XXXXX # 00000XXX0 2017-1 Term X-0 Xxxx XXXXX # 00000XXX0 2018 Term B-7 Loan CUSIP # 00000XXX0 SECTION 1. DEFINITIONS 2 SECTION 2. CREDIT FACILITIES 74 2.1 Loans 74 2.2 Repayment of Loans 82 2.3 Prepayments 8384 2.4 Termination or Reduction of Commitments 90 2.5 Evidence of Indebtedness 9091 2.6 Payments Generally 91 2.7 Sharing of Payments 92 2.8 Incremental Credit Extensions 93 2.9 Refinancing Amendments 9495 2.10 Extension of Term Loans 95 SECTION 3. INTEREST AND FEES 9798 3.1 Interest 9798 3.2 Fees 98 3.3 Changes in Laws and Increased Costs of Loans 98 SECTION 4. CONDITIONS PRECEDENT 100101 4.1 [Reserved] 100101 4.2 Conditions Precedent to All Loans 100101 4.3 Conditions to the Escrow Release Date 101102 SECTION 5. [RESERVED] 103104 SECTION 6. TAXES 103104 6.1 Taxes 103104 6.2 Replacement of Lenders under Certain Circumstances 106107 SECTION 7. [RESERVED] 106107 SECTION 8. REPRESENTATIONS AND WARRANTIES 106107 8.1 Existence, Qualification and Power 106108 8.2 Authorization; No Contravention 107108

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything and to the contrary in exclusion of any other term of this Agreement or in any other agreementagreements, arrangement arrangements or understanding among between any Underwriters organized in the parties heretoUnited Kingdom and the Company and the Guarantors, each party hereto of the Company and the Guarantors acknowledges and accepts that any liability of any EEA Financial Institution a BRRD Liability arising under this Agreement, to the extent such liability is unsecured, Agreement may be subject to the write-down and conversion powers exercise of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) in Powers by the Relevant Resolution Authority, and consents to and acknowledges acknowledges, accepts, and agrees to be bound by: (a) the application effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any Write-Down Underwriters organized in the United Kingdom to the Company and Conversion Powers by an EEA Resolution Authority to the Guarantors under this Agreement, that (without limitation) may include and result in any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) of the effects of any Bail-In Action on any such liabilityfollowing, including, if applicableor some combination thereof: (i) the reduction of all, or a reduction in full portion, of the BRRD Liability or in part or cancellation of any such liabilityoutstanding amounts due thereon; (ii) a the conversion of all, or a portion ofportion, such liability of the BRRD Liability into shares shares, other securities or other instruments obligations of ownership any Underwriters organized in such EEA Financial Institution, its parent entity the United Kingdom or a bridge institution that may be issued to it or otherwise conferred on itanother person, and that such shares the issue to or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to conferral on the right Company and the Guarantors of such recipient to decline ownership of such shares shares, securities or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; orobligations; (iii) the cancellation of the BRRD Liability; and (iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; (b) the variation of the terms of such liability in connection with this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the write-down and conversion powers of any EEA Relevant Resolution Authority. The following terms shall for For the purposes of this Section have the meanings set forth below:12,

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; andand Conformed Amended and Restated Credit Agreement – Independence Contract Drilling (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.” 11. The following terms shall for purposes Amendment of this Section have Schedule 2.01. Schedule 2.01 to the meanings Credit Agreement is hereby amended and restated to reflect the Lenders’ adjusted commitments and the increase in the Revolving Commitments, to read as set forth below:on Annex 2 attached hereto, after giving effect to the Revolver Increase and to certain reallocations of Revolving Commitments being made in connection with this First Amendment.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. To the extent not prohibited by applicable law, each Lender shall notify the Borrower and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (k) The following terms shall for purposes of this Section have the meanings set forth below:Credit Agreement is further amended by deleting Schedules 5.06 and 5.07 attached thereto in their entirety and substituting in lieu thereof 5.06 and 5.07 attached hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.” (i) Restated Schedules. The following terms shall for purposes Each of the Schedules to the Agreement is hereby restated in its entirety by the substitution of the corresponding Schedules attached to this Section have First Amendment, each of which is hereby incorporated into the meanings set forth below:Agreement.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of the writeWrite-down Down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:Conversion Powers.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. a. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoto the Transaction Documents, each party hereto acknowledges that any liability of any EEA Affected Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA the applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) i. the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Affected Financial Institution; and (b) ii. the effects of any Bail-In Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA the applicable Resolution Authority. 1. The following Any Lender that is an Affected Financial Institution as to which iii. a Bail-In Action with respect to any of its liabilities arising hereunder or under any other Transaction Document, or iv. a variation of the terms of such liabilities in connection with the exercise of Write-Down and Conversion Powers of any Resolution Authority has occurred shall be deemed thereupon to be a Defaulting Lender for purposes of this Agreement. b. As used in this Section have the meanings set forth below12.20:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.” 10. The following terms shall for purposes of this Section have Amendment to Schedule 2.01. Schedule 2.01 attached to the meanings Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto. 11. Amendment to Exhibit 5.01(c). Exhibit 5.01(c) attached to the Credit Agreement is hereby amended to restate Exhibit B thereto in its entirety as set forth below:on Exhibit B attached hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. (a) becomes a Wholly-Owned Subsidiary of the Borrower and (b) does not have any direct or indirect parent company that is a Foreign Subsidiary. Following the Worldpay Acquisition and to the extent and within the time periods required by Sections 4.2, 4.4 and 4.6 of the Credit Agreement, the Borrower shall, and shall cause its Subsidiaries to, cause each WP Domestic Subsidiary to comply with the requirements of Article 4 of the Credit Agreement, including the requirements to (a) become a Guarantor under the Guaranty and a Debtor under the Security Agreement, in each case, by executing and delivering applicable joinders or supplements thereto, (b) execute and deliver such other Collateral Documents (or supplements, assumptions or amendments thereto) as the Administrative Agent may require, and (c) deliver to the Administrative Agent such other instruments, documents, certificates and opinions reasonably required by the Administrative Agent in connection therewith. 1. The following Business Day of the proposed Borrowing is , ,1 2. The aggregate amount of the proposed Borrowing is $ .2 3. The Borrowing is being advanced under the [Revolving Facility] [Revolving Multicurrency Facility] [Term A-3 Facility] [Term A-5 Facility] [Initial Term B Facility] [2017 Rook Incremental Term B Facility] [2017 Incremental Term B-1 Facility] [2017 Incremental Term B-2 Facility]. 4. The Borrowing is to be comprised of [Base Rate] [Eurodollar] Loans. 5. The Borrowing is to be denominated in [Dollars] [(Euro/Sterling/[●])]3 [6. The duration of the Interest Period for the Eurodollar Loans included in the Borrowing shall be months.]4 1 Notice must be provided by telephone (promptly confirmed in writing) or telecopy by 12:00 noon (i) at least three Business Days before the date on which the Borrower requests the Lenders to advance a Borrowing of [Revolving] [Term] Loans that are Eurodollar Loans and (ii) on the date the Borrower requests the Lenders to advance a Borrowing of [Revolving] [Term] Loans that are Base Rate Loans. 2 Each Borrowing of Base Rate Loans shall be in amount not less than $1,000,000 or such greater amount that is an integral multiple of $1,000,000. Each Borrowing of Eurodollar Loans advanced shall be in an amount equal to $1,000,000 or such greater amount that is in integral multiple of $1,000,000. 3 Borrowings under the Revolving Multicurrency Facility may be denominated in Alternative Currencies (other than Dollars) including, Euro, Sterling and any other currency reasonably acceptable to the Administrative Agent and each applicable Revolving Multicurrency Lender that is freely convertible into Dollars and readily available in the London interbank market. 4 May be one week or 1, 2, 3, 6, or if available to all affected Lenders, 12 months. (a) the representations and warranties of the Borrower contained in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); and (b) no Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing.]5 1. The conversion/continuation Date is , .1 2. The aggregate amount of the Loans to be [converted] [continued] is $ .2 3. The Loans are to be [converted into] [continued as] [Eurodollar] [Base Rate] Loans. 4. [If applicable:] The duration of the Interest Period for the Loans included in the [conversion] [continuation] shall be months.3 1 Notice of the continuation of a Borrowing of Loans that are Eurodollar Loans for an additional Interest Period or of the conversion of part or all of a Borrowing of Loans that are Base Rate Loans into Eurodollar Loans must be given by no later than 12:00 noon at least three Business Days before the date of the requested continuation or conversion. 2 Each Borrowing of Eurodollar Loans continued or converted shall be in an amount equal to $1,000,000 or such greater amount that in an integral multiple of $1,000,000. 3 May be one week or 1, 2, 3, 6, or if available to all affected Lenders, 12 months. VANTIV, LLC By Name: Title: EXHIBIT D-1 TERM A-[●] NOTE $ , 20 FOR VALUE RECEIVED, the undersigned, vantiv, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to (the “Lender”) at the principal office of [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, in New York, New York, in immediately available funds, the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of the Term A-[●] Loan made, continued or maintained by the Lender to the Borrower pursuant to the Loan Agreement (as defined below), in installments in the amounts and on the dates called for by Section 2.7([a][b]12) of the Loan Agreement, together with interest on the principal amount of such Term A-[●] Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Loan Agreement. This Note is one of the Term A-[●] Notes referred to in the Third Amended and Restated Loan Agreement dated as of [●] 201[●] among the Borrower, [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, the Lenders party thereto from time to time, and the other agents party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall for purposes of this Section have the meanings set forth same meaning as in the Loan Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York. Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all on the terms and in the manner as provided for in the Loan Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. VANTIV, LLC By Name: Title: 12 Select Section 2.7(a) for Term A-3 Loans and Section 2.7(b) for Term A-5 Loans, as applicable. EXHIBIT D-2 [TERM B] NOTE $ , 20 FOR VALUE RECEIVED, the undersigned, vantiv, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to (the “Lender”) at the principal office of [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, in New York, New York, in immediately available funds, the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of the [Initial Term B][2017 Rook Incremental Term B][2017 Incremental Term B-1][2017 Incremental Term B-2] Loan made or maintained by the Lender to the Borrower pursuant to the Loan Agreement (as defined below), in installments in the amounts and on the dates called for by Section 2.7([c][d][e][f]13) of the Loan Agreement, together with interest on the principal amount of such [Initial Term B][2017 Rook Incremental Term B][2017 Incremental Term B-1][2017 Incremental Term B-2] Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Loan Agreement. This Note is one of the Term B Notes referred to in the Third Amended and Restated Loan Agreement dated as of [●], 201[●] among the Borrower, [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, the Lenders party thereto from time to time, and the other agents party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Loan Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York. Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all on the terms and in the manner as provided for in the Loan Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. VANTIV, LLC By Name: Title: 13 Select Section 2.7(c) for Initial Term B Loans, Section 2.7(d) for 2017 Rook Incremental Term B Loans, Section 2.7(e) for 2017 Incremental Term B-1 Loans, Section 2.7(f) for 2017 Incremental Term B-2 Loans, as applicable. EXHIBIT D-3 REVOLVING NOTE $ , 20 FOR VALUE RECEIVED, the undersigned, vantiv, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to (the “Lender”) on the applicable Revolving Credit Termination Date of the hereinafter defined Loan Agreement, at the principal office of [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, in New York, New York, in immediately available funds, the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of all Revolving [USD] [Multicurrency] Loans made by the Lender to the Borrower pursuant to the Loan Agreement, together with interest on the principal amount of each Revolving [USD] [Multicurrency] Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Loan Agreement. This Note is one of the Revolving Notes referred to in the Third Amended and Restated Loan Agreement dated as of [●], 201[●] among the Borrower, [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, the Lenders party thereto from time to time, and the other agents party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Loan Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York. Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof, all on the terms and in the manner as provided for in the Loan Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. VANTIV, LLC By Name: Title: EXHIBIT D-4 SWING NOTE $ , 20 FOR VALUE RECEIVED, the undersigned, vantiv, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to (the “Lender”) on the Revolving Credit Termination Date of the hereinafter defined Loan Agreement, at the principal office of [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, in New York, New York, in immediately available funds, the principal sum of Dollars ($ ) or, if less, the aggregate unpaid principal amount of all Swing Loans made by the Lender to the Borrower pursuant to the Loan Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Loan Agreement. This Note is one of the Swing Notes referred to in the Third Amended and Restated Loan Agreement dated as of [●], 201[●] among the Borrower, [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, the Lenders party thereto from time to time, and the other agents party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Loan Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Loan Agreement. This Note shall be governed by and construed in accordance with the laws of the State of New York. Voluntary prepayments may be made hereon, certain prepayments are required to be made hereon, and this Note may be declared due prior to the expressed maturity hereof on the terms and in the manner as provided for in the Loan Agreement. The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder. VANTIV, LLC By Name: Title: EXHIBIT E FORM OF SOLVENCY CERTIFICATE , 201 This Solvency Certificate is being executed and delivered pursuant to Section 11(g)(v) of that certain Third Amendment and Restatement Agreement dated as of [●], 201[●] (the “Restatement Agreement”), among vantiv, LLC, a Delaware limited liability company (the “Borrower”), vantiv Holding, LLC, a Delaware limited liability company, the other Loan Parties party thereto, [Xxxxxx Xxxxxxx Senior Funding, Inc.], as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders party thereto, which amends and restates the Second Amended and Restated Loan Agreement in the form of the Third Amended and Restated Loan Agreement attached thereto (such Third Amended and Restated Loan Agreement, as further amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”; the terms defined in the Loan Agreement being used herein as therein defined). I, [●], the Chief Financial Officer of the Borrower, in such capacity and not in an individual capacity, hereby certify as follows: 1. I am generally familiar with the businesses and assets of the Borrower and its Restricted Subsidiaries, taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf of the Borrower pursuant to the Restatement Agreement; and

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), to the extent permitted by law, waives any and all claims against the Administrative Agent for, agrees not to initiate a suit against the Administrative Agent in respect of, and agrees that the Administrative Agent shall not be liable for, any action that the Administrative Agent takes, or abstains from taking, in either case in accordance with the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority with respect to the Loan. By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), acknowledges and agrees that, upon the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority, (a) the Administrative Agent shall not be required to take any further directions from the Administrative Agent or the Lenders under the terms shall for purposes of this Agreement unless secured or indemnified to its satisfaction, that they may not direct the Administrative Agent to take any action whatsoever, including without limitation, any challenge to the exercise of a Write-Down and Conversion Powers or a request to call a meeting or take any other action under this Agreement in connection with the exercise of a Write-Down and Conversion Powers unless secured or indemnified to its satisfaction and (b) this Agreement shall not impose any duties upon the Administrative Agent whatsoever with respect to the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority. The Borrower’s and Servicer’s obligations to indemnify the Administrative Agent in accordance with the terms of this Agreement or the other Transaction Documents shall survive the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority. The parties hereto agree that they will not amend, change or modify this Section have 8.04 and the meanings set forth below:related rights, immunities, indemnities and protections of the Administrative Agent without the Administrative Agent’s written consent.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.” (r) If any existing Lender declines or fails to consent to this Amendment No. The following 3 by returning an executed counterpart of this Amendment No. 3 to the Administrative Agent prior to the Consent Deadline (as defined below), then pursuant to and in compliance with the terms of Section 2.11(e) of the Credit Agreement (other than the provision requiring 20 days’ prior notice, which requirement is hereby waived), such Lender may be replaced and its Advances and Commitments purchased and assumed by an assignee upon such assignee’s execution of this Amendment No. 3 (which will also be deemed to be the execution of an Assignment and Assumption, and the execution of this Amendment No. 3 by the Administrative Agent and the Borrower shall for be deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement) thereto) and payment by such assignee of the purchase price required by Section 2.11(e) of the Credit Agreement. (s) For the purposes of the Credit Agreement, the definition of “Term Facility Maturity Date” as amended herein shall be considered the applicable “Extended Termination Date” and each Term Lender consenting to this Section have Amendment No. 3 shall be considered an “Extending Lender” with respect to the meanings set forth below:Term Advances and Term Commitments of such Lender. Additionally, for the avoidance of doubt, from and after the Amendment No. 3 Effective Date, the Term Advances outstanding under the initial advance made to the Borrower on the Closing Date and the 2015 Incremental Facility shall constitute Term Advances of the same class for all purposes under the Credit Agreement.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Writewrite-Down down and Conversion Powers conversion powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable:; (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NAI-1502872376v6

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the any parties hereto, each party hereto acknowledges and accepts that any liability of any Lender that is an EEA Financial Institution arising hereunder or under this Agreement, to the extent such liability is unsecured, any other Transaction Document may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and consents to and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by of an EEA Resolution Authority and acknowledges and accepts to any such liabilities arising hereunder which may be payable to it bound by any party hereto that is an EEA Financial Institution; andthe effect of: (bi) the effects of any Bail-In Action on in relation to any such liability, including, if applicable: (iA) a reduction reduction, in full or in part part, in the principal amount, or cancellation outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;; {B2297203; 11} - 92 - (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right ; and (C) a cancellation of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been acceptedliability; orand (iiiii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following . (b) Any Lender that is an EEA Financial Institution as to which (i) a Bail-In Action with respect to any of its liabilities arising hereunder or under any other Transaction Document, or (ii) a variation of the terms of such liabilities in connection with the exercise of Write-Down and Conversion Powers of any EEA Resolution Authority has occurred shall be deemed thereupon to be a Defaulting Lender for purposes of this Agreement. (c) As used in this Section have the meanings set forth below12.20:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. . (j) The following terms shall for purposes definitions of this Section have “Credit Insurer”, “Facility Termination Date”, “QBE”, “Required Purchasers” and “Statutory Reserve Rate” in Annex I to the meanings set forth below:Existing Receivables Purchase Agreement are hereby amended by deleting such definitions and substituting, in lieu thereof, respectively, the following: EXHIBIT 10.1

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (iiB) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising or under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder under any Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this Subsection 11.21 shall modify or otherwise alter the rights or obligations under this Agreement or any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:other Loan Document with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable:: 72906207_8 (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have .” (p) Schedule 1.1(a) to the meanings Credit Agreement is hereby amended and restated in its entirety as set forth below:on Annex A hereto. As of the First Amendment Effective Date, the parties hereby agree (i) that the Commitments, Revolving Percentages and Term Percentages shall be reallocated as set forth on Annex A hereto, (ii) that the requisite assignments shall be deemed to be made in such amounts among the Lenders (including the Exiting Lenders) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by applicable Assignment and Assumptions under the Credit Agreement, (iii) to the non-pro rata repayment of Loans to the Exiting Lenders as set forth in this Agreement and (iv) to any adjustments to be made to the Register to effectuate such reallocations and assignments. Notwithstanding anything to the contrary in Section 11.6 of the Credit Agreement or this Agreement, no other documents or instruments, including any Assignment and Assumption, shall be executed in connection with these assignments (all of which requirements are hereby waived), and such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an Assignment and Assumption. On the First Amendment Effective Date, the Lenders shall make full cash settlement with each other either directly or through the Administrative Agent (including in the form of non-pro rata funding by each Lender which has increased its Commitment as of the First Amendment Effective Date, including, without limitation, in an aggregate amount equal to the outstanding Loans of the Exiting Lenders), as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments such that after giving effect to such settlements each Lender’s Revolving Percentage or Term Percentage, as applicable, shall be as set forth on Annex A. The Lenders (including any Exiting Lenders) hereby waive any and all costs required to be reimbursed by the Borrower pursuant to Section 4.11 of the Credit Agreement in connection with such reallocation.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or any L/C Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any L/C Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-In Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. IN WI1NESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. BORROWER: • ANSYS, INC. ADMINISTRATIVE AGENT: LENDERS: JPMORGAN CHASE BANK, N.A., as a Lender and an L/C Issuer Xxxxx X. Xxxxx Managing Director Bank of America, N.A. $85,000,000.01 17.0000000000 % JPMorgan Chase Bank, N.A. $85,000,000.00 17.000000000 % Citibank, N.A. $85,000,000.00 17.000000000 % PNC Bank, National Association $85,000,000.00 17.000000000 % Fifth Third Bank $53,333,333.33 10.666666670 % First National Bank of Pennsylvania $53,333,333.33 10.666666670 % MUFG Bank Ltd. $53,333,333.33 10.666666670 % TOTAL $500,000,000.00 100.000000000 % Bank of America, N.A. $12,500,000.00 JPMorgan Chase Bank, N.A. $12,500,000.00 Citibank, N.A. $12,500,000.00 PNC Bank, National Association $12,500,000.00 TOTAL $50,000,000.00 ANSYS, INC. 0000 XXXXX Xxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx, Manager of Corporate Treasury Email: xxxxx.xxxxxx@xxxxx.xxx Website address: xxxxx://xxx.xxxxx.xxx/ With a copy to: Xxxxxxx Procter LLP 000 Xxxxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxxx Xxxxxxxxx Email: XXxxxxxxxx@xxxxxxxxxx.xxx Bank of America, N.A. 000 X Xxxxx Xxxxxx Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Phone: 000-000-0000 Fax Number: 000-000-0000 Email: xxxxxxxx.xxxxxx@xxxx.xxx Bank of America, N.A. Agency Management 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxxx Phone: 000-000-0000 Email: xxxxx.x.xxxxxx@xxxx.xxx Bank of America, N.A. Trade Operations 0 Xxxxx Xxx Mail Code: PA6-580-02-30 Xxxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxxx Phone: 000-000-0000 Fax Number: 000-000-0000 Email: Xxxxxxx.x.xxxxxxxxx@xxxx.xxx Bank of America, N.A. 000 X Xxxxx Xxxxxx Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxxx Phone: 000-000-0000 Fax Number: 000-000-0000 Email: xxxxxxxx.xxxxxx@xxxx.xxx Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of February 22, 2019 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among ANSYS, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other L/C Issuers party thereto. The following terms shall for purposes undersigned hereby requests (select one): □ A Borrowing of this Section have Committed Revolving Loans □ A conversion of Loans to Loans □ A continuation of Eurodollar Rate Loans 1. On (a Business Day). 2. In the meanings amount of $ .1 3. Comprised of . [Type of Loan requested] 4. For Eurodollar Rate Loans: with an Interest Period of month[s]. [With respect to such Borrowing, the Borrower hereby represents and warrants that each of the conditions set forth below:in Section 4.02 of the Credit Agreement have been satisfied on and as of the date of such Borrowing.]2 1 Please note minimum amounts required under Section 2.02(a) of the Credit Agreement.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Lender that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Lender or Issuing Lender that is an Affected Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 151 Conversion Powers of an EEA the applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or Issuing Lender that is an EEA Affected Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA the applicable Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability;; Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:[Signature Pages Follow] Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto Borrower, each Lender and the Administrative Agent (each, an “Acknowledging Party”) acknowledges that any liability of any EEA Lender that is an Affected Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured and solely relates to the Loans and not to any other Person, including any other party hereto or any other Loan Document (and not to any other obligations), to such Acknowledging Party (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”) may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA the applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any Lender party hereto that is an EEA Affected Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Affected Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA the applicable Resolution Authority. The following terms shall for purposes of Notwithstanding anything to the contrary herein, nothing contained in this Section have 2.23 shall modify or otherwise alter the meanings rights or obligations under this Agreement or any other Loan Document of any Person party hereto (other than an Acknowledging Party to the extent set forth below:in this Section 2.23) or with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretohereto with respect to the subject matter hereof, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms In the event a Lender has been notified by an EEA Resolution Authority that it has been or may be subject to a Bail-In Action, it shall for purposes of this Section have immediately notify the meanings set forth below:Administrative Agent and the Borrower.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an any EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following EXHIBIT A This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used but not defined herein shall for purposes of this Section have the meanings given to them in the Amended and Restated Credit Agreement identified below, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth below:in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Amended and Restated Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Amended and Restated Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Letters of Credit, Guarantees, and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Amended and Restated Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms To the extent not prohibited by applicable law, rule or regulation, each Lender shall for purposes notify the Company and the Administrative Agent if it has become the subject of this Section have the meanings set forth below:a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against such Lender).

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretohereto or to any other Loan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms . (h) Schedule I of the New Credit Agreement shall for purposes be in the form of Schedule I to this Section have TRR Agreement. (i) Schedule Ia of the meanings set forth below:New Credit Agreement shall be in the form of Schedule Ia to this TRR Agreement. (j) Schedule II of the New Credit Agreement shall be in the form of Schedule II to this TRR Agreement. (k) As used in any Schedule or Exhibit to the Credit Agreement the term “Credit Agreement” shall mean the “Agreement” (as defined above).

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes Each Lender confirms, as of the Closing Date (or, if later, the date upon which such Lender becomes a party to this Section have Agreement) that, unless notified otherwise in writing by such Lender to the meanings set forth below:Administrative Agent and the Borrower, such Lender is not an EEA Financial Institution.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender or Issuing Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liabilities arising hereunder which may be payable to it by any party hereto Lender or Issuing Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or; (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of Notwithstanding anything to the contrary herein, nothing contained in this Section have 10.23 shall modify or otherwise alter the meanings set forth below:rights or obligations under this Agreement or any other Loan Document with respect to any liability that is not a Covered Liability.” (uu) The Credit Agreement is hereby further amended by adding a new Exhibit M in the form of Annex A hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretohereto or to any other Loan Document, each party hereto acknowledges that any liability of any EEA Financial Institution (as defined below) arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down Write Down and conversion powers Conversion Powers (as defined below) of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislationas defined below) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action (as defined below) on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will [[3596554]] be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section 9.19 have the meanings set forth below:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), to the extent permitted by law, waives any and all claims against the Collateral Trustee for, agrees not to initiate a suit against the Collateral Trustee in respect of, and agrees that the Collateral Trustee shall not be liable for, any action that the Collateral Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority with respect to the Loan. By its making of a portion of the Loan, each Lender (including the respective successors and permitted assignees of each Lender), acknowledges and agrees that, upon the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority, (a) the Collateral Trustee shall not be required to take any further directions from the Administrative Agent or the Lenders under the terms shall for purposes of this Section have Agreement unless secured or indemnified to its satisfaction, that they may not direct the meanings set forth below:Collateral Trustee to take any action whatsoever, including without limitation, any challenge to the exercise of a Write-Down and Conversion Powers or a request to call a meeting or take any other action under this Agreement in connection with the exercise of a Write-Down and Conversion Powers unless secured or indemnified to its satisfaction and (b) this Agreement shall not impose any duties upon the Collateral Trustee whatsoever with respect to the exercise of any Write-Down and Conversion Powers by the EEA Resolution Authority. The Borrower’s and Servicer’s obligations to indemnify the Collateral Trustee in accordance with the terms of this Agreement or the other Transaction Documents shall survive the exercise of the Write-Down and Conversion Powers by the EEA Resolution Authority. The parties hereto agree that they will not amend, change or modify this Section

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes .” (p) Each parenthetical in Section 25 of Schedule I-A to the Loan Agreement is hereby amended and restated in its entirety to read as follows: “(whether under this Section have Agreement or any of the meanings set forth below:IH Loan Agreements)”.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or any Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any Issuer that is an EEA Financial Institution; and and (b) the effects of any Bail-In Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; , (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms Each Lender confirms, as of the Effective Date (or, if later, the date upon which such Lender becomes a party to this Agreement) that, unless notified in writing by such Lender to the Company and the Agent, such Lender is not an EEA Financial Institution. Each Lender shall promptly notify the Company and the Agent if for purposes of this Section have the meanings set forth below:any reason, at any time, it becomes an EEA Financial Institution.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the respective parties heretothereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-In in Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The . (b) As used in this Section 10.26 the following terms shall for purposes of this Section have the following meanings set forth below:ascribed thereto: (i) “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution; (ii) “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; (iii) “EEA Financial Institution” means (x) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (y) any entity established in an EEA Member Country which is a parent of an institution described

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Bank that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 9. Schedule 1 to the Credit Agreement is hereby amended and restated in the form of Schedule 1 hereto. 10. Paragraphs 1 through 9 of this Amendment shall not be effective until each of the following conditions are satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Amendment Effective Date”): (a) the Agent shall have received from the Borrower and each Bank either (i) a counterpart of this Amendment executed on behalf of such party, or (ii) written evidence satisfactory to the Agent (which may include facsimile transmission of a signed signature page of this Amendment) that each such party has executed a counterpart of this Amendment; (b) the Agent shall have received from the Borrower a manually signed certificate from the Secretary of the Borrower, in all respects satisfactory to the Agent, (i) certifying as to (x) the incumbency of authorized persons of the Borrower executing this Amendment and (y) persons authorized to act on behalf of the Borrower in connection with the Credit Agreement, including, without limitation, with respect to any Notice of Borrowing, (ii) attaching true, complete and correct copies of the resolutions duly adopted by the board of trustees of the Borrower approving this Amendment and the transactions contemplated hereby, all of which are in full force and effect on the date hereof, (iii) attaching a true, complete and correct copy of the Pricing Procedures as in effect on the date hereof, and (iv) certifying that the Borrower’s Charter Documents, Prospectus, statement of additional information, registration statement, investment management agreement between the Borrower and the Investment Adviser and Custody Agreement have not been amended, supplemented or otherwise modified since December 4, 2015 or, if so, attaching true, complete and correct copies of each such amendment, supplement or modification; (c) the Agent and the Banks shall have received written opinion(s) from counsel to the Borrower in form and substance reasonably acceptable to the Agent; (d) the Agent shall have received such documents and information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies; and (e) the Borrower shall have paid all out-of-pocket fees and expenses incurred by the Agent (including, without limitation, reasonable legal fees and disbursements of counsel to the Agent) in connection herewith. 11. The following terms Borrower (a) reaffirms and admits the validity and enforceability of each Loan Document and all of its obligations thereunder, (b) agrees and admits that it has no defense to or offset against any such obligation, and (c) represents and warrants that, as of the date of execution and delivery hereof by the Borrower (i) no Default has occurred and is continuing, and (ii) the representations and warranties of the Borrower contained in the Credit Agreement and the other Loan Documents are true on and as of the date hereof with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). 12. In all other respects, the Loan Documents shall for purposes remain in full force and effect, and no amendment in respect of any term or condition of any Loan Document shall be deemed to be an amendment in respect of any other term or condition contained in any Loan Document. 13. This Amendment may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. It shall not be necessary in making proof of this Section have Amendment to produce or account for more than one counterpart signed by the meanings set forth below:party to be charged. 14. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms . (f) Schedule 2.01 to the Existing Credit Agreement is hereby amended and restated in the form of Schedule 2.01 attached hereto. (g) It is acknowledged and agreed that the extension of the Tranche One Maturity Date and Tranche Two Maturity Date effected pursuant to this Amendment shall for purposes not reduce the number of this Maturity Date extensions that may be effected pursuant to Section have 2.08(d) of the meanings set forth below:Existing Credit Agreement or otherwise affect the rights of the Borrowers under such Section; provided, however, the reference to “November 15, 2016” in clause (v) of the last sentence of such Section shall be replaced with “November 17, 2017”.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement herein or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any party hereto that is an EEA Financial Institution arising hereunder or under this Agreementany other Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder or under any other Loan Document which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of Write-Down and Conversion Powers. Notwithstanding anything to the write-down and conversion powers of contrary herein, nothing contained in this Subsection 11.23 shall modify or otherwise alter the rights or obligations under this Agreement or any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:other Loan Document with respect to any liability that is not a Covered Liability.”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The . K. Schedule 5.6(b) of the Pledge and Security Agreement, as supplemented by that certain Pledge Supplement, dated as of January 26, 2016, delivered by 8point3 OpCo Holdings, LLC and SunPower Commercial II Class B, LLC, shall be supplemented by adding the following terms row therein: L. Schedule 9.1(e) of the Pledge and Security Agreement, as supplemented by that certain Pledge Supplement, dated as of January 26, 2016, delivered by 8point3 OpCo Holdings, LLC and SunPower Commercial II Class B, LLC, shall for purposes of this Section have be supplemented by adding the meanings set forth belowfollowing row therein:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.” 2.10 Amendment to Exhibit B. Exhibit B is hereby amended by deleting such Exhibit and replacing it with Exhibit B attached hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms To the extent not prohibited by applicable law, rule or regulation, (i) each Lender shall for purposes notify the Company and the Administrative Agent if it has become the subject of this Section have a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against such Lender) and (ii) the meanings set forth below:Company and each Loan Party shall notify the Administrative Agent, each Lender and each Issuing Lender if the Company or such Loan Party has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could reasonably be expected to be asserted against the Company or such Loan Party).

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or any L/C Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down Write‑Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down Write‑Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Bail‑In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiic) the variation of the terms of such liability in connection with the exercise of the write-down Write‑Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE(S) TO FOLLOW.]

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) i. a reduction in full or in part or cancellation of any such liability; (ii) . a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) . the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms , in each case, to the extent that, at the time, the foregoing shall for purposes be the general policy or practice of such EEA Financial Institution with respect to similarly situated customers under comparable provisions of similar agreements; provided that nothing in this Section have the meanings set forth below:2.12 shall require any EEA Financial Institution to disclose any confidential information related to similarly situated customers, comparable provisions of similar agreements or otherwise. ARTICLE 3

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Financing Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Financing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability;; MidCap / Aptevo Therapeutics / Credit and Security Agreement (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Financing Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:MidCap / Aptevo Therapeutics / Credit and Security Agreement

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Basic Document or in any other agreement, arrangement or understanding among any of the parties heretothereto, each party hereto of the Company and the Secured Parties acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Basic Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Basic Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings .” (f) Schedule A is amended and restated in its entirety as set forth below:on Annex I hereto. (g) Footnote 4 on Schedule 1 to Exhibit B is amended by deleting "65%" and replacing it with "75%". (h) Line (a) in Section 8 of Exhibit G is hereby deleted and replaced with the following: "(a) Base Amount $37,500,000".

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding NotwithstandingSolely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Lender or L/C Issuer that is an EEAAffected Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA EEAWrite-Down and Conversion Powers of the applicable Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA EEAthe applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or L/C Issuer that is an EEA EEAAffected Financial Institution; and (b) the effects of any Bail-inBail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA EEAAffected Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA EEAWrite-Down and Conversion Powers of the applicable Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Basic Document or in any other agreement, arrangement or understanding among any of the parties heretothereto, each party hereto of the Company and the Secured Parties acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Basic Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Basic Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings .” (g) Schedule A is amended and restated in its entirety as set forth belowon Annex I hereto. (h) Footnote 4 on Schedule 1 to Exhibit B is amended by deleting “65%” and replacing it with “75%”. (i) Section 7 of Exhibit G is hereby amended and restated in its entirety as follows:

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the respective parties heretothereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-In in Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The . (b) As used in this Section 10.26 the following terms shall for purposes of this Section have the following meanings set forth below:ascribed thereto: (i) “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution; (ii) “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; (iii) “EEA Financial Institution” means (x) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (y) any entity established in an EEA Member Country which is a parent of an institution described in clause (x)

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of .” 2.14 Amendment to Exhibit B. Exhibit B is hereby amended and replaced in its entirety with Exhibit B attached to this Section have the meanings set forth below:Eighth Amendment.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or any L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or any L/C Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down Write‑Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down Write‑Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or any L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Bail‑In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiic) the variation of the terms of such liability in connection with the exercise of the write-down Write‑Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE(S) TO FOLLOW.] 99

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or L/C Issuer that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. (Signatures on next page)

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Transaction Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Transaction Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. (g) The Note Purchase Agreement is amended to add the following language as a new Section 7.15: The Issuer and Cartus severally represent and undertake to the Administrative Agent, each Managing Agent and each Purchaser that, so long as any Notes are outstanding: (a) Cartus has retained, and shall on an ongoing basis retain, a net economic interest in the Issuer which shall not be less than 5% of the aggregate Unpaid Balance of all Receivables included in the Pledged Assets through its direct or indirect holding of equity interests in the Issuer (the “Retained Interest”); provided that this subsection (a) shall not impose on Cartus any obligation to contribute financial support to the Issuer or any of its Affiliates; (b) the Retained Interest shall not be subject to any credit risk mitigation or any short positions or any other hedge, except to the extent permitted by Capital Requirements Regulation No. The following terms shall 575/2013 of the European Parliament and of the Council of 26 June 2013 and any related guidelines and regulatory technical standards or implementing technical standards published by the European Banking Authority, or the European Central Bank, and any delegated regulations of the European Commission (the “Capital Requirements Regulation”) (it being understood that Cartus has pledged and may continue to pledge its equity interest in CFC as security for certain guaranty obligations with respect to recourse indebtedness of its parent company); and (c) Cartus will provide, upon the request of the Administrative Agent, any Managing Agent or Purchaser all information in its possession which such Person may reasonably require in order to comply with its obligations under Article 406 of the Capital Requirements Regulation. For purposes of this Section have 7.15, the meanings set forth below:covenant in clauses (a) and (b) above to retain a 5% Retained Interest is measured at the time of each Advance, and shall not be affected by subsequent losses on the Receivables so long as the Retained Interest is not hedged or sold in violation of this Section 7.15.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The .”. (y) Exhibit C to the Existing Credit Agreement is hereby amended by adding at the end of Schedule 1 therein the following terms shall for purposes new line: “Total Net Leverage Ratio (Consolidated Net Debt after giving effect to the cap on netting pursuant to the proviso in the definition of this Section have the meanings set forth belowConsolidated Net Debt) to Adjusted EBITDA) :1.00”

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among any of the parties heretothereto, each party hereto of the Borrower and the Secured Parties acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by::  (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; andand  (b) the effects of any Bail-In in Action on any such liability, including, if applicable::  (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares ; or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings .”  (q) Exhibits A and A-1 are amended and restated in their entirety as set forth below:on Annexes A and B hereto, respectively. (r) Exhibit B is amended and restated in its entirety as set forth on Annex C hereto. (s) Schedule 1.0B is amended and restated in its entirety as set forth on Annex D hereto. (t) Schedule 1.0H is amended and restated in its entirety as set forth on Annex E hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or in any other agreement, arrangement or understanding among the parties heretoLoan Document, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecuredunsecured (all such liabilities, other than any Excluded Liability, the “Covered Liabilities”), may be subject to the writeWrite-down Down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) Conversion Powers and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities Covered Liability arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liabilityCovered Liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liabilityCovered Liability; (ii) a conversion of all, or a portion of, such liability Covered Liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability Covered Liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability Covered Liability in connection with the exercise of the writeWrite-down Down and conversion powers of any EEA Resolution AuthorityConversion Powers. The following terms shall for purposes of Notwithstanding anything to the contrary herein, nothing contained in this Section have 1.3 shall modify or otherwise alter the meanings set forth below:rights or obligations with respect to any liability that is not a Covered Liability.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Lender that is an EEA Financial Institution is a party to this Credit Agreement and notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to and to, acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement Credit Agreement, or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms shall for purposes of this Section have the meanings set forth below:.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Credit Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Credit Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. To the extent not prohibited by applicable law, each Lender shall notify the Borrower and the Administrative Agent if it has become the subject of a Bail-In Action (or any case or other proceeding in which a Bail-In Action could be reasonably be expected to be asserted against such Lender). (t) The following terms shall for purposes of this Section have the meanings set forth below:Credit Agreement is further amended by deleting Schedules 2.01, 5.06 and 5.07 attached thereto in their entirety and substituting in lieu thereof Schedules 2.01, 5.06 and 5.07 attached hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything to the contrary in this Agreement Indenture, any other Transaction Documents or in any other agreement, arrangement or understanding among the parties heretoto the Transaction Documents, each party hereto the Issuer hereby acknowledges that any liability of any EEA Financial Institution arising under this AgreementIndenture or any other Transaction Documents, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (ai) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bii) the effects of any Bail-In Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement Indenture or any other Loan Transaction Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iiiC) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. . (e) The following terms shall for purposes of this Section have Indenture is hereby amended by deleting Schedule 2 in its entirety and replacing it with the meanings schedule set forth below:on Exhibit A attached hereto. (f) The Indenture is hereby amended by deleting Exhibit X-0, Xxxxxxx X-0, Exhibit A-3 and Exhibit A-4 in their respective entireties and replacing them with the forms set forth on Exhibit B attached hereto.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. The following terms #91672042V18 91 To the extent not prohibited by applicable law, rule or regulation, each Lender shall for purposes notify the Company and the Administrative Agent if it has become the subject of this Section have the meanings set forth below:a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur). #91672042V18 92

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto (including any party becoming a party hereto by virtue of an Assignment and Assumption) acknowledges that any liability of any EEA Financial Institution arising under this Agreementany Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-In in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. 1.9. The following terms Each of Exhibit D, Exhibit E, Schedule 1, Schedule 5.1, Schedule 6.2, Schedule 6.11 and Schedule 13.11 of the Credit Agreement shall for purposes be amended and restated in the form of this Section have Exhibit D, Exhibit E, Schedule 5.1, Schedule 6.2, Schedule 6.11 and Schedule 13.11, respectively, attached hereto. 1.10. Notwithstanding anything contained in the meanings set forth below:Credit Agreement or any Loan Document to the contrary, (a) Bank of America, N.A. shall no longer be acting in its capacity as Syndication Agent, and all references to Bank of America, N.A. in such capacity appearing in the Credit Agreement and the other Loan Documents shall be deleted, (b) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated shall no longer be a Joint Lead Arranger and Joint Book Runner, and all references to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated appearing in the Credit Agreement and the other Loan Documents shall be deleted, and (c) BMO Capital Markets shall be deemed to be the Sole Lead Arranger and Sole Book Runner.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement any Loan Document or in any other agreement, arrangement or understanding among the parties heretoany such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement, to the extent such liability is unsecured, any Loan Document may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) and agrees and consents to to, and acknowledges and agrees to be bound by: (aA) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bB) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. The following terms To the extent not prohibited by applicable law, rule or regulation, each Lender shall for purposes notify Harley and the Global Administrative Agent if it has become the subject of this Section have a Bail-In Action (or any case or other proceeding in which a Bail-In Action may occur).” (bbb) Article XII of the meanings set forth below:Credit Agreement is amended to delete the phrase “Closing Date” appearing in the penultimate paragraph thereof and replace such phrase with the phrase “Amendment No. 1 Effective Date”.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions. (a) Notwithstanding anything and to the contrary in exclusion of any other term of this Agreement or in any other agreementagreements, arrangement arrangements, or understanding among between the parties heretoInitial Purchasers, each party hereto acknowledges the Issuer and the Guarantors, the Issuer and the Guarantors acknowledge and accept that any liability of any EEA Financial Institution a BRRD Liability arising under this Agreement, to the extent such liability is unsecured, Agreement may be subject to the write-down and conversion powers exercise of an EEA Resolution Authority (exercised in accordance with the relevant Bail-In Legislation) in Powers by the Relevant Resolution Authority, and consents to acknowledge, accept, and acknowledges and agrees agree to be bound by: (ai) the application effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any Write-Down Initial Purchaser to the Issuer and Conversion Powers by an EEA Resolution Authority to the Guarantors under this Agreement, that (without limitation) may include and result in any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) of the effects of any Bail-In Action on any such liabilityfollowing, including, if applicableor some combination thereof: (iA) the reduction of all, or a reduction in full portion, of the BRRD Liability or in part or cancellation of any such liabilityoutstanding amounts due thereon; (iiB) a the conversion of all, or a portion ofportion, such liability of the BRRD Liability into shares shares, other securities or other instruments obligations of ownership in the relevant Initial Purchaser or another person (and the issue to or conferral on the Issuer or the Guarantors of such EEA Financial Institutionshares, its parent entity securities or a bridge institution that may be issued to it obligations); (C) the cancellation of the BRRD Liability; (D) the amendment or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu alteration of any rights with respect to interest, if applicable, thereon, the maturity or the dates on which any such liability under this Agreement or any other Loan Documentpayments are due, subject to the right of such recipient to decline ownership of such shares or other instruments of ownership, in which case, subject as provided in the relevant Bail-In Legislation, any such liability may be reduced or cancelled, as the case may be, to the same extent as if such shares or other instruments of ownership had been accepted; orincluding by suspending payment for a temporary period; (iiiii) the variation of the terms of such liability in connection with this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the write-down and conversion powers of any EEA Relevant Resolution Authority. The following terms shall for purposes of . (b) As used in this Section have the meanings set forth below10: