Notwithstanding [Section 7.6] of the Loan Agreement, Bank hereby consents to the IPO Dividend Payments, provided that such IPO Dividend Payments, # are paid in an amount equal to the IPO Proceeds in excess of ​ of New Borrower’s gross IPO Proceeds (i.e. gross IPO Proceeds have to be at least ​ in order for New Borrower to begin making such IPO Dividend Payments), # do not exceed an aggregate amount of ​ and # are distributed in full on or prior to ​.

Notwithstanding [Section 7.1(c)], as of each date a cash dividend or other distribution (other than distributions in the form of additional shares of Talen Common Stock) is paid or made with respect to the Talen Common Stock to holders of record on any record date after the Separation Date, the Participant’s Cash Account shall be credited with an amount of cash equal to the product of: # the cash amount of such dividend or cash value of such distribution paid with respect to one share of Talen Common Stock, multiplied by # the number of Talen Restricted Stock Units held by the Participant, with the fair market value of any such non-cash dividend or distribution to be determined by the EBPB, in good faith. As of each date a dividend or other distribution in the form of additional shares of Talen Common Stock is paid or made with respect to the Talen Common Stock to holders of record on any record date after the Separation Date, the Participant’s Stock Account shall be credited with additional shares of Talen Common Stock equal to the product of # the number of shares of Talen Common Stock paid or made with respect to one share of Talen Common Stock multiplied by # the number of Talen Restricted Stock Units held by the Participant in such Participant’s Stock Account. Any such amounts credited to the Participant’s Cash Account or Stock Account, as applicable, shall be paid to the Participant at the same time(s) when the shares of Talen Common Stock underlying the Participant's Talen Restricted Stock Units are delivered to the Participant. The EBPB may determine to impose transfer restrictions on any shares of Talen Common Stock issued to a Participant to the extent that the EBPB determines that such restrictions are necessary or advisable for purposes of applicable securities laws or otherwise.

Notwithstanding [Sections 7.1],7.2, 7.3 and 7.7 of the Loan Agreement, Bank hereby consents to the Reincorporation, provided that, simultaneously with such Reincorporation, New Borrower shall replace Existing Borrower as the sole “Borrower” under the Loan Documents pursuant to the terms of this Amendment. Bank further consents that, on or after the Third Amendment Effective Date, Existing Borrower shall not be a party to the Loan Agreement or any other Loan Document provided that Existing Borrower is dissolved or otherwise has its existence terminated on or about the Third Amendment Effective Date.

[Section 7.01] of the Credit Agreement is hereby amended by deleting the reference to “​” therein and inserting in lieu thereof “​”.

[Section 7.6] of the Agreement is hereby amended and restated to read as follows:

[Section 7.02] is hereby amended by adding the following provision at the end thereof:

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

[Section 7.01(a)] is hereby amended by adding the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) and by deleting the stricken text (indicated textually in the same manner as the following example: stricken text):

[Section 7.01(a)] (Reporting Requirements). Clause (xvi) of [Section 7.01(a)] of the Financing Agreement is hereby amended and restated in its entirety as follows:

[Section 7.02(m)] (Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc.). Clause (ii)(1) of [Section 7.02(m)] of the Financing Agreement is hereby amended and restated in its entirety to read as follows: