“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Facility D Loan" means a loan made or to be made under Facility D or the principal amount outstanding for the time being of that loan.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in [Sections 13(d) and 14(d)])] thereof.

The first sentence of [Section 3.05] is amended by deleting the word “or” immediately before [clause (d)] thereof and adding immediately after such [clause (d)] the following:

“SEC Regulation D” means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

D Solvency Certificate

Party D: ​ (guarantor)

Anti-cutback restrictions. No Plan amendment or transaction having the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any "[Section 411(d)(6)] protect ed benefit" or adds or modifies conditions relating to "[Section 411(d)(6)] protected benefits" which results in a further restriction on such benefit s (even if the amendment merely adds a restriction or condition that is permitted under the vesting rules in Code §§411(a)(3) – (11)) unless such "[Section 411(d)(6)] protected benefits" are preserved in operation with respect to benefits accrued as of the later of the adoption date or effective date of the amendment. Notwithstanding the preceding, "[Section 411(d)(6)] protected benefits" may be eliminated or reduced to the extent permitted by Code §412(d)(2) or Regulations (including Regulation §§1.411(d)-3 and 1.411(d)-4 ) or other IRS guidance. For purposes of this Subsection, a plan amendment which has the effect of decreasing a Participant's "[Section 411(d)(6)] protected benefits" with respect to benefits attributable to service before the amendment shall be treated as reducing a "[Section 411(d)(6)] protected benefit." "[Section 411(d)(6)] protected benefits" are benefits described in Code §411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. The preceding shall not apply to a Plan amendment that eliminates or restricts the ability of a Participant to receive payment of his or her Account under a particular optional form of benefit if the amendment provides a single-sum distribution form that is otherwise identical to the optional form of benefit being eliminated or restricted. For

Pursuant to the Prior Agreement, [[Organization A:Organization]] has issued and sold to the Series D Purchasers $40,000,000 aggregate principal amount of its 2.57% Series D Senior Notes due March 17, 2028 (as amended, restated, supplemented or otherwise modified from time to time, the “Series D Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 13).

If a Party exercises its rights under Sections 3.1(d), 3.2(c) or 3.2(d) to refer a dispute relating to the payment obligations for a Reversion Product (a “Valuation Dispute”), then the Parties will follow the expedited dispute resolution process in this Exhibit I (and not the dispute resolution process in Article 17 of this Agreement). The Parties agree and acknowledge that any good faith dispute under Sections 3.1(d), 3.2(c) or 3.2(d) will not be deemed to be a material breach of this Agreement.