Amendment to [Section 6.2]. The following sentence shall be added at the end of [Section 6.2] of the Agreement:

"6.2.14 Own FAL. The Borrower shall not permit the Own FAL of the Corporate Member to be less than # on the Amendment No. 1 Effective Date, 30% of Total FAL, # on the Amendment No. 2 Effective Date, 50% of Total FAL, and # thereafter, the applicable requirements of Lloyd's from time to time."

for purposes of [clause (b) above], the surrender, extinguishment, maturity or other expiration of any such Equity-Linked Securities will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock or Partnership Units (as applicable) pursuant to such Equity-Linked Securities; and

Clause 6.5 of the Agreement shall be deleted in its entirety and replaced with the following:

[Schedule 6.6(b)] sets forth a complete and accurate list of all real estate Leases under which Borrower or any of its Subsidiaries is the lessee on the Closing Date, showing as of such date the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such Lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other applicable Laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Clause 6.1(f)(i) of the Receivables Transfer Agreement shall be amended in its entirety to read as follows:

Clause 6.1 does not apply to the extent any Increased Cost is attributable to the wilful breach by the Lender or its affiliates of any law or regulation or to the transfer, assignment or subparticipation of this facility in accordance with Clause 6.1.

[Schedules 1], 6.2, 6.11, 6.17, 6.23 and 6.25 to the Credit Agreement are hereby amended and restated in its entirety to read as set forth on, respectively, [Schedules 1], 6.2, 6.11, 6.17, 6.23 and 6.25 attached hereto and any reference contained in the Agreement to “the date hereof” with respect to the information set forth on such Schedules is hereby amended to read “the Second Amendment Effective Date”.

If Clause 6.3 applies, the Lender and the Borrower shall make such consequential amendments to this Agreement as they consider necessary to give effect to such replacement benchmark rate, including any amendments required to implement market practice for the operation of such replacement benchmark rate and any amendments which the Lender determines are required to enable such replacement benchmark rate to be used for the calculation of interest under this Agreement; provided, however, that Borrower may, at any time after which a replacement benchmark rate is put in place as referred to in Clause 6.3, notify the Lender that it will prepay the outstanding Advances within ten (10) days of such notice to the Lender. The provisions of Clauses 5.2 and 5.3 shall apply to such prepayment. Upon receipt of such prepayment from the Borrower, the Agreement shall be terminated.

In [Sections 6.10, 6.13, 6.17 and 6.20]0]0]0], each reference to “Closing Date” is hereby replaced with a reference to “Third Amendment Effective Date”.