IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed,

TALF LLC, as Borrower

By: FEDERAL RESERVE BANK OF NEW
YORK, weipsgle Méap.ping Member

By: _
Name;

Title: “ice Presiden’

FEDERAL RESERVE BANK OF NEW
YORK, as Controlling Party

By:

Name: Roseann Stichnoth
Title: Executive Vice President

FEDERAL RESERVE BANK OF NEW
YORK, as Senior Lender

By:

Name: Roseann Sitchnoth
Title: Executive Vice President

UNITED STATES DEPARTMENT OF THE
TREASURY, as Subordinated Lender

By:

Name: Timothy G, Massad
Title: Assistant Secretary for
Financial Stability


parties under the Credit Agreement or the Security Agreement, nor constitute a waiver of any
provision of the Credit Agreement or the Security Agreement.

(b) References to and Effectiveness of the Credit Agreement and Security Agreement
On and after January 15, 2013, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit
Agreement” in any other Transaction Document shall be deemed a reference to the Credit
Agreement as amended by this Amendment. On and after January 15, 2013, each reference in
the Security Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like
import, and each reference to the “Security Agreement” in any other Transaction Document shall
be deemed a reference to the Security Agreement as amended by this Amendment.

(c) | Execution in Counterparts, Effectiveness of Amendment. This Amendment may be
signed in any number of counterparts, each of which shall be an original, with the same effect as
if the signatures thereon and hereto were upon the same instrument. This Amendment shall
become effective when each party hereto shall have received the counterpart hereof signed by
each other party hereto.

SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED
STATES IF AND TO THE EXTENT SUCH LAW IS APPLICABLE, AND OTHERWISE IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.

SECTION 5. Successor and Assigns. The provisions of this Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and

assigns.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed,

TALF LLC, as Borrower

By: FEDERAL RESERVE BANK OF NEW
YORK, as its sole Managing Member

é
By:

Name: Zachary Taylor
Title: Vice President

FEDERAL RESERVE BANK OF NEW
YORK, as Controlling Party

By:
am
Title:

sxecutive Vice President

FEDERAL RESERVE BANK OF NEW
YORK, as Senior Lender

By: |
Name a
Title: Executive Vice President

UNITED STATES DEPARTMENT OF THE
TREASURY, as Subordinated Lender

By:

Name: Timothy G. Massad
Title: Assistant Secretary for
Financial Stability


EXECUTION COPY

THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO
SECURITY AGREEMENT

THIRD AMENDMENT, dated as of January 15, 2013, to that certain Credit Agreement,
dated as of March 3, 2009 (as amended from time to time, the “Credit Agreement”), among
TALF LLC, a Delaware limited liability company (“Borrower”), the FEDERAL RESERVE
BANK OF NEW YORK, in its capacity as controlling party and senior lender (the “Controlling
Party” or “Senior Lender”) and the UNITED STATES DEPARTMENT OF THE TREASURY,
as subordinated lender ( “Subordinated Lender”) and FIRST AMENDMENT, dated as of
January 15, 2013, to that certain Security and Intercreditor Agreement, dated as of March 3,
2009 (the “Security Agreement”), among the Borrower, the Senior Lender, the Controlling
Party, the Subordinated Lender and THE BANK OF NEW YORK MELLON, in its capacity as
collateral agent (together with the Third Amendment to the Credit Agreement, this
“Amendment”). Capitalized terms used but not defined herein have the respective meanings
given to them in the Credit Agreement or, if not defined in the Credit Agreement, in the Security
Agreement.

WHEREAS, the parties hereto have agreed (x) to amend the Credit Agreement as more
fully set forth below and (y) to amend the Security Agreement as more fully set forth below;

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

SECTION 1. Amendments to the Credit Agreement, The Credit Agreement is hereby
amended as follows:

(a) Amendment of Subsection 1.01 (Defined Terms).

(i) The definition of “Available Senior Loan Commitment” is hereby restated
in its entirety as follows: “Available Senior Loan Commitment”: with respect to the
Senior Loan Commitment, an amount equal to $0.

Gi) The definition of “Available Subordinated Loan Commitment” is hereby
restated in its entirety as follows: “Available Subordinated Loan Commitment”: with
respect to the Subordinated Loan Commitment, an amount equal to $0.

Gii) The definition of “Controlling Party” is hereby restated in its entirety as
follows: “Controlling Party”: Federal Reserve Bank of New York

(iv) The definition of “Senior Loan Commitment” is hereby restated in its
entirety as follows: “Senior Loan Commitment”: the obligation of the Senior Lender to
make Senior Loans to the Borrower in an aggregate principal amount not to exceed $0.

(v) _ The definition of “Subordinated Loan Commitment” is hereby restated in
its entirety as follows: “Subordinated Loan Commitment”: the obligation of the
Subordinated Lender to make Subordinated Loans to the Borrower in an aggregate
principal amount not to exceed $0.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly

executed.

TALF LLC, as Borrower

By: FEDERAL RESERVE BANK OF NEW
YORK, as its sole Managing Member

By:

Name: Zachary Taylor
Title: Vice President

FEDERAL RESERVE BANK OF NEW
YORK, as Controlling Party

By:

Name: Roseann Stichnoth
Title: Executive Vice President

FEDERAL RESERVE BANK OF NEW
YORK, as Senior Lender

By:

Name: Roseann Sitchnoth
Title: Executive Vice President

UNITED STATES DEPARTMENT OF THE
TREASURY, as Subordinated Lender

By: / Lear | Un AY

Name: Timothy G. Massad
Title: Assistant Secretary for
Financial Stability


(b) Amendment of Section 4.01 of the Credit Agreement (Representations and
Warranties of the Borrower). Subsection 4.01 of the Credit Agreement is hereby amended in
order to allow for the application of the funds deposited in the Loan Proceeds Account on the
Closing Date by adding the following at the end of paragraph (j) (Use of Proceeds) of such
subsection: “Notwithstanding the preceding clause (x) or anything to the contrary in any -
Transaction Document, funds held in the Loan Proceeds Account may be distributed in
accordance with the Waterfall.”

(c) Amendment of Section 5.02 of the Credit Agreement (Conditions to Each

Extension of Loans). Subsection 5.02 of the Credit Agreement is hereby amended in order to
allow for the application of the funds that were deposited in the Loan Proceeds Account on the
Closing Date by adding the following after the parenthetical “(including the Cash Collateral
Account and the Loan Proceeds Account but excluding the Expense Reimbursement Account)”
in paragraph (e) of such subsection:

“Notwithstanding anything to the contrary in any Transaction Document, funds held in
the Loan Proceeds Account may be distributed in accordance with the Waterfall.”

(d) Amendment of Section 9.07 of the Credit Agreement (Subordination).

(i) Subsection 9.07 of the Credit Agreement is hereby amended to conform
the subordination provisions to the repayment of the Subordinated Loans by inserting
after the phrase “received by the Subordinated Lender” in paragraph (e) of such
subsection the following:

“(other than the payments contemplated by the Waterfall)”.

SECTION 2. Amendments to the Security Agreement. Section 5(b) of the Security
Agreement is amended to provide for the repayment of the Subordinated Loans, the removal of
the role of Subordinated Lender in directing to changes in the amounts funded to the Expense
Reimbursement Account, and the application of amounts deposited in the Loans Proceeds
Account and is restated to read in its entirety as follows:

“(b) Application of Proceeds. All amounts available in the Collateral Account
(including amounts available in the Loan Proceeds Account) as of each Payment Determination
Date shall be distributed by the Collateral Agent on the first following Payment Date in
accordance with a Payment Calculation Report delivered to, and approved by, the Controlling
Party in accordance with the Administration Agreement prior to such Payment Date, in the
following order of priority, subject to clause (c) of this Section:

“first, to pay any Costs and Expenses then due and payable, any Fees then due
and payable and any indemnity amounts and any other amounts then owing under any of
the Transaction Documents to any Person (except as otherwise provided for in this
Section 5 and in accordance with Proper Instructions), in each case, to the extent such
Costs and Expenses, Fees and indemnity and other amounts, as applicable, have been
incurred no later than two Business Days prior to the Payment Determination Date
immediately preceding such Payment Date and have been invoiced no later than such
Payment Determination Date, which payments shall be distributed to the Persons to

2


whom such amounts are owing; provided that to the extent that amounts on deposit in the
Collateral Account (other than amounts on deposit in the Loan Proceeds Account) are
insufficient to pay all amounts that are owing pursuant to this clause first on any Payment
Date, amounts will be distributed ratably to the Persons to whom such amounts are owed
pursuant to this clause first;

“second, to fund the Expense Reimbursement Account until the balance thereof is
equal to $15,000,000, or such other amount less than $15,000,000 as may be specified by
the Controlling Party pursuant to a Proper Instruction, or such other amount greater than
$15,000,000 as may be specified by the Controlling Party and the Subordinated Lender
pursuant to a Proper Instruction;

“third, to pay the outstanding principal amount of the Senior Loans until such
outstanding principal amount shall have been paid in full;

“fourth, to fund the Cash Collateral Account until the balance thereof is equal to
the sum, as of such Payment Determination Date, of (x) the aggregate principal amount
of all TALF Loans then outstanding plus (y) all accrued and unpaid interest thereon, or
such lesser amount as may be specified by the Controlling Party pursuant to a Proper
Instruction;

“fifth, to pay the outstanding principal amount of the Subordinated Loans until
such outstanding principal amount shall have been paid in full;

“sixth, to pay the accrued but unpaid interest (including Post-Petition Amounts, to
the fullest extent permitted by applicable law, but excluding Contingent Interest)
outstanding on the Senior Loans, until such accrued but unpaid interest shall have been
paid in full;

“seventh, to pay the accrued but unpaid interest (including Post-Petition Amounts,
to the fullest extent permitted by applicable law, but excluding Contingent Interest)
outstanding on the Subordinated Loans, until such accrued but unpaid interest shall have
been paid in full;

“eighth, to pay any other Secured Obligations (other than Contingent Interest)
then outstanding;

“ninth, to pay (x) 90% of all remaining amounts to the Subordinated Lender as
Contingent Interest, and (y) 10% of all remaining amounts to the Senior Lender as
Contingent Interest.

SECTION 3. Miscellaneous

(a) Continuing Effectiveness. Except as expressly set forth herein the Credit Agreement
and the Security Agreement shall remain in full force and effect and are ratified, approved and
confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or remedy of the