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.

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”.

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.

No amendment of any provision of this Agreement relating to the Agent shall be effective without the written consent of the Agent.

-4. An Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet the requirements of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file the election in writing with the Committee no later than the last day of the Plan Year for which the election is to be effective, and such election must be irrevocable. The Employer may not make a contribution under the Plan for the Eligible Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Eligible Employee or Participant re-elects to participate in the Plan. The Eligible Employee or Participant may elect again not to participate, but not earlier than the first Plan Year following the Plan Year in which the re-election was first effective.

[Section 1 of Schedule 4.9] contains a complete list of each Employee Benefit Plan as of the date of this Agreement. Except for liabilities set forth in [Section 2 of Schedule 4.9], the ​ does not have and has not had, any material liability, contingent or otherwise, with respect to any Employee Benefit Plan. Seller has made available to ​ in the Data Site true and complete copies of all material documents with respect to each Employee Benefit Plan.

Anything in this [Section 8.07] to the contrary notwithstanding, the Bank may assign and pledge all or any portion of the Loan, any Letter of Credit Advance and/or obligations owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Loan, Letter of Credit Advance and/or obligations made by the Borrower to the assigning and/or pledging Bank in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect of such assigned Loan, Letter of Credit Advance and/or obligations to the extent of such payment. No such assignment shall release the assigning and/or pledging Bank from its obligations hereunder.

Nothing in this [Section 10.12] will constitute a waiver or release of any claim of the Administrative Agent hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment.