[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 5.2(d)] shall be amended and restated to read in its entirety as follows:

[Section 5.2(e)] shall be amended by replacing the phrase “With respect to any Loan made to or Letter of Credit issued for the account of any Subsidiary Borrower” in the first and second lines thereof with “With respect to any Loan to be made to or Letter of Credit to be issued for the account of any Subsidiary Borrower”.

[Section 5.2] of the Collateral Agreement is amended to replace the phrase “such Grantor’s” appearing therein with the word “the”.

[Section 5.1]. [Section 5.1] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Section 5.6(a)] of the Permal Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each Permal Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). The Company does not have (and never has had) any Subsidiaries.

[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”).