Subject to [Section 4.9], Sellers shall, and shall cause their Affiliates to, subject to the receipt of applicable regulatory authorizations set forth on [Section 4.8(a)(i)] of the Sellers Disclosure Letter, # sever and terminate all transactions and Contracts (other than those existing or new Contracts identified on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter) between any of the Acquired Companies, on the one hand, and each Seller and/or any of its Affiliates (other than the Acquired Companies), on the other hand (collectively, the “Intercompany Arrangements”) effective on or prior to the Closing and with no further Liabilities or obligations to the Acquired Companies or any of their Affiliates from and after the Closing, and # provide any consents or other documentation reasonably required from Sellers or any of their Affiliates to effect the severance or termination of such Intercompany Arrangements. To the extent Sellers are unable to obtain any such applicable regulatory authorizations on or prior to the Closing with respect to any such Contract, the Closing shall not be affected, such Contract shall remain in full force and effect and the Parties shall use reasonable best efforts to obtain any applicable regulatory authorizations with respect to such Contract as soon as practicable after the Closing. Sellers actions with respect to Intercompany Arrangements set forth on [Section 4.8(a)(ii)] of the Sellers Disclosure Letter shall be as specified for those Intercompany Arrangements identified therein.

Subject to [Section 4.1(b)], the Executive shall be entitled to receive from the Company Severance Benefits, if the Executive’s employment with the Company shall end for any reason specified in Section 4.2, and the Executive is not # offered Comparable Employment by the Company or any subsidiary or affiliate of the Company whether in a salaried, hourly, temporary or full-time capacity, or # offered a contract to serve as a consultant or contractor by the Company or any subsidiary or affiliate of the Company containing terms and conditions reasonably deemed to be Comparable Employment, or # offered Comparable Employment or a contract to serve as a consultant or contractor by an entity acquiring assets of the Company or the business in which the Executive was employed containing terms and conditions reasonably deemed to be Comparable Employment.

Subject to [Section 4.6(c)] below, prior to June 30, 2024, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer # has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates but including the Series A Preferred Units as provided in Section 5.8(b)(iii)(A)) or # is of all, but not less than all, of its General Partner Interest to # an Affiliate of the General Partner (other than an individual) or # another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

Subject to [Section 4.6(c)] below, on or after June 30, 2024, the General Partner may transfer all or any part of its General Partner Interest without Unitholder approval.

Subject to [Section 4.01(a)(i)] in the case of Borrowings of Revolving Loans on the Closing Date only and [Section 4.02(c)] in the case of each other Borrowing of Revolving Loans, each Borrowing of Revolving Loans shall be made upon the ​’s irrevocable notice to the Administrative ​, which may only be given in writing (each request for a Swing Line Loan Borrowing shall be made in accordance with Section 2.03). Each such notice must be received by the Administrative ​ not later than # 1:00 p.m. (New York City time) three Business Days prior to the requested date of any Borrowing of Eurocurrency Rate Loans or SOFR Loans, and # 12:00 noon (New York City time) on the requested date of any Borrowing of Base Rate Loans (in the case of Revolving Loans denominated in Dollars only). Each notice by the ​ pursuant to this Section 2.02(b) must be delivered to the Administrative ​ in the form of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the ​. Each Borrowing of Eurocurrency Rate Loans or SOFR Loans shall be in a principal amount of # $500,000 or a whole multiple of $100,000 in excess thereof in the case of Eurocurrency Rate Loans denominated in Dollars, and # a Dollar Amount of $500,000 or a whole multiple of $100,000 in excess thereof in the case of Eurocurrency Rate Loans denominated in any Alternative Currency. Each Borrowing of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify # the requested date of the Borrowing (which shall be a Business Day), # the principal amount of Revolving Loans to be borrowed, # the Type of Revolving Loans to be borrowed and # if applicable, the duration of the Interest Period with respect thereto. Each Swing Line Loan shall be denominated in Dollars and constitute a Base Rate Loan. If the ​ fails to specify a Type of Revolving Loan in a Committed Loan Notice, then # in the case of Revolving Loans denominated in Dollars, the applicable Revolving Loans shall be made as Base Rate Loans and # in the case of Revolving Loans denominated in an Alternative Currency, the applicable Revolving Loans shall be made as Eurocurrency Rate Loans with an Interest Period of one month. If the ​ requests a Borrowing of Eurocurrency Rate Loans or SOFR Loans in any such Committed Loan Notice, but fails to specify an Interest Period for such Eurocurrency Rate Loans or SOFR Loans, the ​ will be deemed to have specified an Interest Period of one month.

Subject to [Section 4.7], following the first anniversary of the latest date on which any Series A Preferred Units are purchased under the Series A Purchase Agreement (for the avoidance of doubt, for purposes of the foregoing, excluding any Series A PIK Units), the Series A Preferred Unitholders may freely transfer Series A Preferred Units involving an underlying value of Common Units of at least $50 million (taking into account any concurrent transfers by Affiliates of such Series A Preferred Unitholder) based on the Closing Price of Common Units on the Trading Day immediately preceding the date of such transfer (or such lesser amount if it # constitutes the remaining holdings of Series A Preferred Units of such Series A Preferred Unitholder or # has been approved by the General Partner), subject to compliance with applicable securities laws and this Agreement; provided, however, that this Section 5.8(b)(viii)(C) shall not eliminate, modify or reduce the obligations set forth in subclauses [(b), (c) or (d) of Section 5.8(b)(viii)(B)].

Amendment to [Section 4.3]. The following is added to the end of [Section 4.3]: Retailer acknowledges that Bank may, without notice, or consent from Retailer, solicit Cardholders for deposit products.”

Amendment to [Section 4.1]. [Section 4.1] of the Agreement is hereby amended by deleting the phrase “Greenberg Traurig, LLP” in [clause (A) of Section 4.1] of the Agreement and replacing it with the phrase “McDermott Will & Emery LLP”.

Anything in this [Section 14.1] to the contrary notwithstanding, # any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Parent or Borrower, shall not require consent by or the agreement of any Loan Party, and # any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the objection of, any Defaulting Lender other than any of the matters governed by [Section 14.1(a)(i) through (iii)] that affect such Lender.

Nothing in this [Section 23.7] shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against [[Organization A:Organization]] in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.