[Section 11.2(e)(v)] of the Equity Definitions is hereby amended by adding the phrase “, provided that, notwithstanding this [Section 11.2(e)(v)], the parties hereto agree that, with respect to the Transaction, the following repurchases of Shares by the Issuer or any of its subsidiaries shall not be considered Potential Adjustment Events: any repurchases of Shares in open-market transactions at prevailing market prices or privately negotiated accelerated Share repurchases, forward contracts or similar transactions that are entered into at prevailing market prices (including, without limitation, any commercially reasonable discount to average volume weighted average prices) and in accordance with customary market terms for transactions of such type to repurchase the Shares, in each case, to the extent that, after giving effect to such transactions, the aggregate number of Shares repurchased during the term of the Transaction pursuant to all transactions described in this proviso would not exceed 15% of the number of Shares outstanding as of the Trade Date, as determined by the Calculation Agent” at the end of such Section.

[Section 11.2(e)(vii)] of the Equity Definitions is hereby amended by deleting the words “that may have a diluting or concentrative effect on the theoretical value of the relevant Shares” and replacing them with the words “that is the result of a corporate event involving the Issuer or its securities that has, in the commercially reasonable judgment of the Calculation Agent, a material economic effect on the Shares or options on the Shares; provided that such event is not based on # an observable market, other than the market for the [[Organization B:Organization]]’s own stock or # an observable index, other than an index calculated and measured solely by reference to [[Organization B:Organization]]’s own operations.”

[Section 12.1(d)] of the Equity Definitions is hereby amended by replacing “10%” with “20%”.

[Section 12.9(b)(i)] of the Equity Definitions is hereby amended by replacing “either party may elect” with “[[Organization A:Organization]] may elect or, if [[Organization B:Organization]] represents to [[Organization A:Organization]] in writing at the time of such election that # it is not aware of any material nonpublic information with respect to [[Organization B:Organization]] or the Shares and # it is not making such election as part of a plan or scheme to evade compliance with the U.S. federal securities laws, [[Organization B:Organization]] may elect.”

[Section 7.9(w)(iv)] of the Credit Agreement shall be amended and restated in its entirety to read as follows:

[Section 8.1] of the Agreement is hereby deleted in its entirety and replaced with the following:

[Section 3.1] of the Construction Agency Agreement is hereby amended by deleting [clause (c)] in its entirety and substituting the following therefor:

[Section 409A]. The Award is intended to qualify for the short-term deferral exception to Section 409A of the Code, and this RSU Agreement shall be interpreted and administered accordingly. Notwithstanding the foregoing, the Company makes no representations that the Award is exempt from [Section 409A] of Code, and in no event shall the Company or any Related Entity be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A of Code.

[Section 409A]. To the extent applicable, this Grant Agreement shall be construed and administered consistently with the intent to comply with or be exempt from the requirements of Section 409A of the Code and any state law of similar effect (i.e., applying the “short-term deferral” rule described in Treas. Reg. § 1.409A-1(b)(4) and/or another exemption). Where the Grant Agreement specifies a window during which a payment may be made, the payment date within such window shall be determined by the Company in its sole discretion.

[Section 409A]. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of [Section 409A], any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.