If the foregoing terms and conditions are acceptable to you, please execute and return this

Written Consent to us.

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UNITED STATES DEPARTMENT OF THE

TREASURY, as Lender (and Controlling Party, as

defined in the Guarantee and Security Agreement)
; ( |

By: oe Ail PA

Name: Timothy G. Massad

Title: Assistant Secretary for Financial Stability

Signature Page to Written Consent (Wellington)


Agreement and Section 3 of the Collateral Administration Agreement: (i) future payments of
any and all outstanding expenses included in clauses (a)(i) through (a)(v) of the definition of
Borrower Administrative Expenses, as defined in the Loan Agreement (the “Expenses”), will be
paid directly by the Borrower to the Administrative Agent, Collateral Agent, Custodian,
Valuation Agent and Collateral Administrator, as applicable, rather than as Borrower
Administrative Expenses payable pursuant to the Loan Agreement for so long as the applicable
agreement (i.e., the Guaranty and Security Agreement, Custodial Agreement, Valuation
Administration Agreement or Collateral Administration Agreement, as the case may be) remains
in effect, (ii) the payment of the Expenses will occur on the 10th Business Day of each month, or
if such day is not a Business Day on the next Business Day and (iii) to the extent any Expenses
remain due to the Administrative Agent, Collateral Agent, Custodian, Valuation Agent or
Collateral Administrator on the date of a requested distribution pursuant to the LPA, such
outstanding Expenses shall be paid from the assets of the Borrower prior to any such distribution.
Solely with respect to this Section 7 with respect to the period following the Maturity Date as
well as when used in connection with the Guaranty and Security Agreement, Custodial
Agreement, Valuation Administration Agreement or Collateral Administration Agreement, as
amended hereby, with respect to any period following the Maturity Date, Collection Period shall
mean each calendar month, except that for such purposes the calendar month in which the
Maturity Date occurs, there will be two Collection Periods with the first such Collection Period
ending on the Maturity Date and the second such Collection Period commencing on the day
following the Maturity Date and ending on the last day of such calendar month.

8. No Partnership or Joint Venture. Nothing contained in this Agreement (i) shall
constitute any of the parties hereto as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any
liability as such on any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of the other.

9. Concerning the Administrative Agent, Collateral Agent, Custodian, Valuation
Agent and Collateral Administrator. In connection with this Written Consent each of the

Administrative Agent, Collateral Agent, Custodian, Valuation Agent and Collateral
Administrator shall be entitled to the benefit of every provision of the Transaction Documents
limiting the liability of or affording rights, benefits, protections, immunities or indemnities to
such entity with respect to its activities under the Guaranty and Security Agreement, Custodial
Agreement, Valuation Administration Agreement or Collateral Administration Agreement, as
applicable, as if they were expressly set forth herein mutatis mutandis.

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ACCEPTED AND AGREED:

WELLINGTON MANAGEMENT LEGACY SECURITIES PPIF MASTER FUND, LP, as

Borrower

THE BANK OF NEW YORK MELLON, as Custodian, Administrative Agent, Collateral Agent,
Valuation Agent and Collateral Administrator

By:
Name:
Title:

Signature Page to Written Consent (Wellington)

62104969_1


EXECUTION VERSION

UNITED STATES DEPARTMENT OF THE TREASURY

October 15, 2012

Wellington Management Legacy Securities
PPIF Master Fund, LP

The Bank of New York Mellon

Written Consent to the Amendment of Custodial Agreement, Valuation Administration
Agreement and Collateral Administration Agreement (this “Written Consent”)

Ladies and Gentlemen:

Reference is made to the Loan Agreement, dated as of the date set forth on Schedule A thereto,
by and among Wellington Management Legacy Securities PPIF Master Fund, LP, as borrower
(the “Borrower”), The Bank of New York Mellon, as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”), and The
United States Department of the Treasury, as lender (in such capacity, the “Lender”) (the “Loan_

Agreement”).

Reference is also made to the following agreements related to the Loan Agreement:

A. The Custodial Agreement (the “Custodial Agreement”), dated as of the
date set forth in Schedule A to the Loan Agreement, by and among the Borrower, the
Administrative Agent, the Collateral Agent and The Bank of New York Mellon, as
custodian for the Borrower and the Agents (in such capacity, the “Custodian”);

B. The Valuation Administration Agreement (the “Valuation Administration
Agreement”), dated as of the date set forth in Schedule A to the Loan Agreement, by and
among the Borrower, and The Bank of New York Mellon, in its capacity as valuation
agent (in such capacity, the “Valuation Agent”);

Cc. The Collateral’ Administration Agreement (the “Collateral Administration
Agreement”), dated as of the date set forth in Schedule A to the Loan Agreement, by and
among the Borrower, and The Bank of New York Mellon, in its capacity as collateral
administrator (in such capacity, the “Collateral Administrator”);


ACCEPTED AND AGREED:

WELLINGTON MANAGEMENT LEGACY SECURITIES PPIF MASTER FUND, LP, as
Borrower

THE BANK OF NEW YORK MELLON, as Custodian, Administrative Agent, Collateral Agent,
ent and Collateral Administrator

Signature Page to Written Consent (Wellington)

62104969_1


D. The Guarantee and Security Agreement (the “Guarantee_and Security
Agreement”), dated as of the date set forth in Schedule A to the Loan Agreement, the
Borrower, the Lender and The Bank of New York Mellon, as Administrative Agent and
Collateral Agent; and

E. The Amended and Restated Limited Partnership Agreement of the
Borrower (the “LPA”), to which The United States Department of the Treasury (“UST”)
is a party.

Capitalized terms used but not defined herein have the meanings set forth in the Loan
Agreement.

WHEREAS, each of the Custodial Agreement, Valuation Administration Agreement and
Collateral Administration Agreement provides that such agreement will continue in effect so
long as the Loan Agreement remains in effect with respect to the Loans (as defined in the Loan
Agreement);

WHEREAS, the parties hereto have determined that it would be desirable to continue
each of such agreements in effect beyond the date that the Loans may be fully repaid;

NOW, THEREFORE, the parties hereto hereby agree as follows:

1. Amendment to Custodial Agreement. Section 9.1 of the Custodial Agreement is
hereby amended to read in its entirety as follows:

SECTION 9.1. Term. Unless this Agreement has been previously terminated in
accordance with Section 9.2 hereof, this Agreement shall continue in effect until the
distribution of all of the assets of the Borrower, except that the Borrower, with the written
consent of UST, at any time following the payment in full of the Loans may specify a
longer or shorter term by written notice to the Custodian.

2. Amendment to Valuation Administration Agreement. Section 6 of the Valuation
Administration Agreement is hereby amended to read in its entirety as follows:

6. Term. Unless this Agreement has been previously terminated in
accordance with Section 7 hereof, this Agreement shall continue in effect until the
distribution of all of the assets of the Borrower, except that the Borrower, with the written
consent of UST, at any time following the payment in full of the Loans may specify a
longer or shorter term by written notice to the Valuation Agent.

Borrower and UST acknowledge that the extension of the term of the Valuation Administration
Agreement as provided herein satisfies the requirement set forth in Section 4.6 of the LPA.

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3. Amendment to Collateral Administration Agreement. Section 6 of the Collateral
Administration Agreement is hereby amended to read in its entirety as follows:

6. Term. Unless this Agreement has been previously terminated in
accordance with Section 7 hereof, this Agreement shall continue in effect until the
distribution of all of the assets of the Borrower, except that the Borrower, with the written
consent of UST, at any time following the payment in full of the Loans may specify a
longer or shorter term by written notice to the Collateral Administrator.

4. Goyerning Law, This Written Consent shall be governed by and construed in
accordance with the laws of (i) with respect to the amendment of the Custodial Agreement and
with respect to Section 7 of this Written Consent (to the extent such Section 7 relates to the
payment of compensation pursuant to the Custodial Agreement), the laws specified in
Section 8.3 of the Custodial Agreement, (ii) with respect to the amendment of the Valuation
Administration Agreement and with respect to Section 7 of this Written Consent (to the extent
such Section 7 relates to the payment of compensation pursuant to the Valuation Administration
Agreement), the law specified in Section 10 of the Valuation Administration Agreement and
(iii) with respect to the amendment of the Collateral Administration Agreement and with respect
to Section 7 of this Written Consent (to the extent such Section 7 relates to the payment of
compensation pursuant to the Collateral Administration Agreement), the law specified in
Section 10 of the Collateral Administration Agreement.

5. Submission to Jurisdiction: Waivers and Waiver of Jury Trial. The parties agree
that the following sections of the Custodial Agreement, Valuation Administration Agreement
and Collateral Administration Agreement shall apply to this Written Consent: (i) with respect to
the amendment of the Custodial Agreement and with respect to Section 7 of this Written Consent
(to the extent such Section 7 relates to the payment of compensation pursuant to the Custodial
Agreement), Section 8.5 and Section 8.6 of the Custodial Agreement, (ii) with respect to the
amendment of the Valuation Administration Agreement and with respect to Section 7 of this
Written Consent (to the extent such Section 7 relates to the payment of compensation pursuant to
the Valuation Administration Agreement), Section 12 and Section 13 of the Valuation
Administration Agreement and (iii) with respect to the amendment of the Collateral
Administration Agreement and with respect to Section 7 of this Written Consent (to the extent
such Section 7 relates to the payment of compensation pursuant to the Collateral Administration
Agreement), Section 12 and Section 13 of the Collateral Administration Agreement.

6. Counterparts and Facsimile. This Written Consent may be executed by one or
more parties to this Written Consent on any number of separate counterparts. Each counterpart
shall be deemed to be an original, and all such counterparts taken together shall be deemed to
constitute one and the same instrument. The parties intend that faxed signatures and
electronically imaged signatures such as .pdf files shall constitute original signatures and are
binding on all parties. The original documents shall be promptly delivered, if requested.

7. Payment of Expenses. The signatories hereto hereby agree that following the

termination of the Loan Agreement and notwithstanding Section 7.3 of the Custodial Agreement,
Section 3 of the Valuation Administration Agreement, Section 10.5 of the Guaranty and Security

62104969_1