EXECUTION VERSION

UNITED STATES DEPARTMENT OF THE TREASURY 

October 15, 2012 

Marathon Legacy Securities Public-Private Investment Partnership, L.P.

The Bank of New York Mellon 

Ladies and Gentlemen: 

Written Consent to the Amendment of Custodial Agreement, Valuation Administration 

Agreement and Collateral Administration Agreement (this “Written Consent”)

Reference is made to the Loan Agreement, dated as of the date set forth on Schedule A

thereto, by and among Marathon Legacy Securities Public-Private Investment Partnership, L.P,

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”); 

C. 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”);
2

62104952_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.

. Section 9.1 of the Custodial Agreement is 

hereby amended to read in its entirety as follows:

Term

2.

. 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.

Amendment to Valuation Administration Agreement

6.

. Section 6 of the Valuation 

Administration Agreement is hereby amended to read in its entirety as follows:

Term

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.

. 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.
3

62104952_1

3. Amendment to Collateral Administration Agreement

6.

. Section 6 of the Collateral 

Administration Agreement is hereby amended to read in its entirety as follows:

Term

4.

. 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.

Governing Law

5.

. 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.

Submission to Jurisdiction; Waivers and Waiver of Jury Trial

6.

. 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. 

Counterparts and Facsimile

7.

. 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. 

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 
4

62104952_1

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

8.

”), 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.

No Partnership or Joint Venture

9.

. 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.

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.