[Section 5.01(r)] of the Credit Agreement is hereby amended and restated as follows:

[Section 5.01(g)] of the Credit Agreement is hereby amended by adding the words “non-delinquent” before the word “premiums” in clause (iii) thereof.

[Section 5.2(f)] of the Credit Agreement shall be deleted in its entirety.

[Section 5.4] “Acquired Deferral Accounts,” the first sentence hereby amended to read in full as follows:

[Section 5.1] of this Agreement (but only to the extent relating to the items in clauses (a) and (b) of [Schedule 5.1]), and such failure continues for two Business Days (as such period may be extended by up to 20 days by Agent);

[Section 5.6(b)(i)] of the Portal Agreement is hereby replaced in its entirety with the following:

[Section 5.8(a)] of Permal Disclosure Schedule contains copies of # audited consolidated financial statements of The Saint James Bank & Trust Ltd. and certain of its Affiliates named therein, consisting of the balance sheet of such Permal Entities as of December 31, 2012, December 31, 2013, and December 31, 2014, and the related statements of income and retained earnings, stockholder’s equity and cash flow for the twelve-month period ended thereon, and unaudited combined financial statements of the Permal Entities, consisting of the balance sheet of such Permal Entities as of December 31, 2012, December 31, 2013, and December 31, 2014, and the related statements of income and retained earnings, stockholder’s equity and cash flow for the twelve-month period ended thereon (each, a “Permal Annual Financial Statements”), # unaudited consolidated financial statements, consisting of the unaudited balance sheet of the The Saint James Bank & Trust Ltd. and certain of its Affiliates named therein as of September 30, 2015 and the related statements of income and retained earnings, stockholder’s equity and cash flow for the nine-month period ended thereon (each, a “St. James Interim Financial Statement”), and # unaudited combined financial statements, consisting of the unaudited balance sheet of each of the Permal Entities as of September 30, 2015 and the related statements of income and retained earnings, stockholder’s equity and cash flow for the nine-month period ended thereon (each, together with each St. James Interim Financial Statement, a “Permal Interim Financial Statement”) and the Permal Interim Financial Statements, together with the Permal Annual Financial Statements, the “Permal Financial Statements”).

[Section 5.21(l)] of the Permal Disclosure Schedule sets forth which of the Permal Entities are “controlled foreign corporations” as defined in section 957(a) of the Code.

[Section 5.7(a)] is replaced in its entirety to read as follows:

[Section 5.7(b)] is amended by adding a new sentence at the end thereof as follows: