EX-10.21.6





 Exhibit 10.21.6 

CONSENT NO. 2 
 TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS CONSENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Consent”), dated as of March 24, 2022 is entered into by and among BENEFICIENT COMPANY HOLDINGS, L.P. (the “Borrower”), THE BENEFICIENT COMPANY GROUP, L.P. (“Parent”), HCLP NOMINEES, L.L.C.
(“HCLP”), as Lender under the Credit Agreement (as defined below) (in such capacity, the “Lender”) and as Senior Creditor and Subordinated Creditor under the Subordination Agreement (as defined in the Existing
Credit Agreement), and the DSTs party hereto. 
 W I T N E S S E T H 

WHEREAS, Borrower, the Lender, and the Parent are party to that certain Second Amended and Restated Credit Agreement, dated as of
August 13, 2020 (as modified by that certain Consent No. 1 to Second Amended and Restated Credit Agreement, dated as of January 20, 2021 and effective as of September 30, 2020, as amended by that certain Amendment No. 1 to
Second Amended and Restated Credit Agreement, dated as of March 10, 2021, and as further amended by that certain Amendment No. 2 to Loan Documents, dated as of June 28, 2021, as amended by that certain Consent and Amendment No. 3
to Second Amended and Restated Credit Agreement dated as of November 3, 2021 and effective as of July 15, 2021, and as otherwise amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the
“Existing Credit Agreement”, and the Existing Credit Agreement as modified by this Consent, the “Credit Agreement”); 

WHEREAS, Section 7.05 of the Existing Credit Agreement provides that the Borrower may not, directly or
indirectly, Dispose of any Funding Trust Loan (or any interest under any Funding Trust Loan Agreement, to any Person except as provided therein, including with the written consent of the Lender); 

WHEREAS, Borrower has advised Lender that, on December 7, 2021, the agreements attached as Exhibit A hereto (the
“Hatteras Transaction Documents”) have been executed, and that such Hatteras Transaction Documents provide, as further set forth therein, that (a) Hatteras Master Fund, LP, Hatteras Evergreen Private Equity Fund, LLC, Hatteras
Global Private Equity Partners Institutional, LLC, Hatteras GPEP Fund, LP, and Hatteras GPEP Fund II, LLC (collectively, the “Hatteras Funds”) contributed certain assets (the “Hatteras Assets”) to The EP-00117 ExAlt PlanTM Custody Trust in exchange for the sole beneficial ownership in The EP-00117 ExAlt PlanTM Custody Trust, (b) The EP-00117 ExAlt PlanTM Custody Trust contributed the Hatteras Assets to The EP-00117 LiquidTrust in exchange for each of the beneficial interests in The EP-00117 LiquidTrust, consisting of (i) the senior beneficial interest in The EP00117
LiquidTrust (the “LT-SBI”) and (ii) the beneficial interest of The EP-00117 LiquidTrust (the “LTBI”), (c) The EP-00117 LiquidTrust contributed the Hatteras Assets to The EP-00117 Custody Trust in exchange for the sole beneficial ownership in The
EP-00117 Custody Trust, and (d) The EP-00117 Custody Trust contributed the Hatteras Assets to (i) Hatteras Ben Private Legacy LP, a Delaware limited
partnership, and (ii) Hatteras Ben Legacy LP, a Delaware limited partnership ((i) and (ii), collectively, the “SPVs”) in exchange for the sole limited partnership interest in each of the SPVs; (e) New BCC consummated a
Funding Trust Loan in the original principal amount of $246,829,327 (the “Hatteras Loan”) to The EP00117 Funding Trust pursuant to that certain Loan and Security Agreement by and between New BCC and The EP-00117 Funding Trust on December 7, 2021 (the “Hatteras Loan Agreement”); (f) The EP-00117 Funding Trust contributed the proceeds of the Hatteras Loan
and the LT-BI to the Collective Collateral Trust in exchange for a mutual beneficial interest in the Collective Collateral Trust (the “MBI”), (g) the Collective Collateral Trust purchased the LT-SBI from The EP-00117 ExAlt PlanTM Custody Trust in an amount equal to the proceeds of the Hatteras Loan; and
(h) The EP-00117 ExAlt PlanTM Custody Trust (in the name and on behalf of the Hatteras Funds) purchased Ben Preferred
B-2 Units for an amount equal to the proceeds of the Hatteras Loan as further described in the Hatteras Transaction Documents and to effect the other transactions contemplated therein (collectively, the
“Hatteras Transaction”); 












 WHEREAS, the Borrower has advised the Lender that Fiduciary desires to make an
additional loan in the original principal amount of $72,500,000 (the “Participation Loan Amount”) to The EP-00117 Funding Trust (the “Participation Loan”) pursuant to that
certain Loan and Security Agreement between Fiduciary and The EP-00117 Funding Trust dated as of the date hereof attached hereto as Exhibit B (the “Participation Loan
Agreement”), whereby (a) all of the proceeds of the Participation Loan will be used to pay off an equal portion of the Hatteras Loan and Fiduciary will sell a participation interest equal to 100% of the Participation Loan Amount to
Franklin Funding, IA, LLC, a Delaware limited liability company (“Prosperity”) (the “Prosperity Participation”), pursuant to that certain Master Participation Agreement between Fiduciary and Prosperity dated as of
the date hereof attached hereto as Exhibit C (the “Participation Agreement”, and together with the funding of the Participation Loan, the entry into the Participation Loan Agreement, the Prosperity Participation, and the
transactions contemplated thereby, the “Hatteras Participation Transaction”), (b) the Collective Collateral Trust forms the Participation Collateral Trust by contributing the applicable LT-SBI
and the LT-BI to the Participation Collateral Trust, which will name The EP-00117 Funding Trust as beneficiary and holder of the mutual beneficial interest in
Participation Collateral Trust, and (c) after giving effect to the Hatteras Participation Transaction, any distributions The EP-00117 Funding Trust receives will be applied to The EP-00117 Funding Trust’s obligations under the Hatteras Loan and the Participation Loan under the Participation Loan Agreement, and The EP-00117 Funding Trust’s
interests in the Participation Collateral Trust be subject to a first priority lien ratably secured with respect to the Participation Loan and the Hatteras Loan (the “Participation Lien”) and; 

WHEREAS, subject to the terms and conditions set forth herein, the Lender has agreed to consent to the Hatteras Participation
Transaction and the Participation Lien; 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 

1. Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have
the meanings ascribed thereto in the Credit Agreement. 
 2. Other Defined Terms. Unless the context otherwise requires, the following
terms when used in this Consent shall have the meanings assigned to them in this Section 2: 

“Released Claims” means any and all actions, causes of action, judgments, executions, suits, debts, claims,
demands, controversies, liabilities, obligations, damages and expenses of any and every character (whether known or unknown, liquidated or unliquidated, absolute or contingent, acknowledged or disputed, direct or indirect), at law or in equity, of
whatsoever kind or nature (including claims of usury), whether heretofore or hereafter accruing, for or because of any matter or things done, omitted or suffered to be done by any of the Released Persons prior to and including the date hereof that
in any way directly or indirectly arise out of or in any way are connected to (a) any of the Loan Documents or any Default or Event of Default thereunder, (b) any negotiation, discussion, enforcement action, agreement or failure to agree
related to any Loan Document or any Default or Event of Default thereunder, or (c) any action, event, occurrence, or omission otherwise related to the rights, duties, obligations and relationships among the Borrower and Lender.  

“Released Persons” means Lender and its respective employees, agents, attorneys, officers, partners,
shareholders, affiliates, accountants, consultants, and directors, and their respective successors and assigns.  

  
 2 













 3. Consents. Subject to the satisfaction (or waiver in writing by the Lender) of the
conditions precedent set forth in Section 4 hereof: 
 (a) Consent to the Hatteras Participation
Transaction. The Lender hereby consents to the Hatteras Participation Transaction and the existence of the Participation Lien (the “Hatteras Consent”); provided, however, that, the Hatteras Consent is strictly conditioned
on the following: 
  

	 	i.	 subject to the satisfaction of the conditions in Section 3(c) below, (A) any permitted transferee of
any direct or indirect interest in the Subject Collateral (as defined below) pursuant to the Hatteras Participation Transaction will take such Subject Collateral free and clear of any Lien in favor of Lender, (B) any permitted transferee of any
direct or indirect interest in any other Collateral (other than the Subject Collateral) or other assets (real or personal) subject to Liens in favor of Lender pursuant to the Credit Agreement or the other Loan Documents (other than the Subject
Collateral) pursuant to the Hatteras Participation Transaction will expressly assume such Liens in favor of Lender and that such transferred Collateral (other than the Subject Collateral) or other assets (real or personal) will made subject to such
Liens in favor of Lender, and (C) except as it relates to the Subject Collateral, no consent made pursuant hereto extinguishes, novates or releases any right, lien, claim, Lien, security interest or entitlement of the Lender created by or
contained in the Credit Agreement or any other Loan Documents; 


  

	 	ii.	 Substantially concurrently with the closing of the Hatteras Participation Transaction, the Borrower shall cause
all proceeds received by Fiduciary as a result of the consummation of the Prosperity Participations, to be deposited into one or more deposit accounts of the Borrower. 



(b) Additional Hatteras Participation Transaction Agreements and Release. Subject to the conditions in this
Section 3(b) and Section 5 hereof, to the extent that that all or a portion of the “Pledged Interest” (as defined in the Participation Loan Agreement as in effect on the date hereof)
constitutes Collateral under the Loan Documents (the “Subject Collateral”), the Lender agrees that the Lender’s security interests in the Subject Collateral will automatically be terminated and released effective with the date
of the consummation of the Hatteras Participation Transaction in accordance with the terms of the Participation Loan Agreement, the Participation Agreement and this Consent. Subject to the satisfaction (or waiver in writing by the Lender) of the
conditions precedent set forth in Section 5 hereof and this Section 3 hereof, the Lender agrees to promptly execute and deliver, at the Borrower’s expense, such other instruments, documents, and
agreements (in recordable form, if applicable) as may be reasonably requested by the Borrower from time to time to effect or evidence the foregoing terminations described in this Section 3(b), and authorizes the Borrower (or its
designee) to file and/or deliver such instruments, documents and agreements, to the extent applicable. Notwithstanding anything to the contrary, no consent made pursuant hereto extinguishes, novates or releases any right, lien, claim, Lien, security
interest or entitlement of the Lender created by or contained in the Credit Agreement or any other Loan Documents, except as specifically set forth in this Section 3. HCLP Nominees, L.L.C., in its capacity as Lender, and in
its capacity as Senior Creditor and Subordinated Creditor under the Subordination Agreement, consent to the terms of this Consent and the release of the Subject Collateral. 

(c) Upon the consummation of the Hatteras Participation Transaction, the investments pursuant to the Hatteras Transaction and Hatteras
Participation Transaction shall cease to be an Eligible Underlying Investment in accordance with the terms of the Credit Agreement and the other Loan Documents. 

  
 3 













 4. Conditions Precedent to Consent. The satisfaction (or waiver in writing by the
Lender) of each of the following shall constitute conditions precedent to the effectiveness of this Consent (such date being the “Consent Effective Date”): 

(a) the Lender shall have received all documents and instruments that Lender has then reasonably requested, in addition to those described in
this Section 4. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date; 

(b) the effectiveness of a consent to the Second Lien Credit Agreement on substantially similar terms to this Consent in form acceptable to
Lender; 
 (c) all representations and warranties made by Borrower or any other party in any Loan Document shall be true and correct in all
material respects (without duplication of any materiality qualifier contained therein) on and as of time of the effectiveness hereof as if such representations and warranties had been made as of the time of the effectiveness hereof (except to the
extent that any such representation or warranty was made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as
of such specific date); and 
 (d) Borrower shall have paid, in connection with such Loan Documents, all reasonable and documented fees and
reimbursements to be paid to Lender pursuant to any Loan Documents, or otherwise due Lender and including the reasonable and documented fees, expenses, and disbursements of Holland & Knight LLP . 

5. Representations and Warranties. The Borrower represents and warrants to the Lender that: 

(a) the representations and warranties of the Borrower set forth in the Loan Documents (as modified by this Consent) are true and correct in
all material respects (or in all respects if the applicable representation and warranty is qualified by a Material Adverse Effect or any other materiality qualifier) on and as of the date hereof (after giving effect to this Consent), except to the
extent that such representations and warranties are by their terms made as of a specified date, in which case they are true and correct in all material respects (or in all respects if the applicable representation and warranty is qualified by a
Material Adverse Effect or any other materiality qualifier) as of such specified date; 
 (b) Immediately after giving effect to this
Consent, no Default has occurred and is continuing; 
 (c) Attached hereto as Exhibit A, Exhibit B, and Exhibit C, are
true and correct executed copies (and any amendments or other modifications thereto), as applicable, of the Hatteras Transaction Documents, the Participation Loan Agreement, and the Participation Agreement. 

(d) this Consent has been duly executed and delivered by the Borrower and the Parent; 

  
 4 













 (e) this Consent (with respect to the Borrower and Parent) and the Credit Agreement (as
modified by this Consent) (with respect to the Borrower and Parent) constitutes legal, valid and binding obligations of such Person, enforceable against such Person in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and 

(f) the execution and delivery by the Borrower and Parent of this Consent and the performance by the Borrower and Parent of this Consent and
the Credit Agreement (as modified by this Consent), have been duly authorized by all necessary corporate or other organizational action, and (i) do not require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any material requirement of law applicable to the Borrower and Parent, (iii) will not violate or result in a default
under any material indenture, agreement or other instrument binding upon the Borrower and Parent or the assets of the Borrower or Parent, or give rise to a right thereunder to require any payment to be made by the Borrower or Parent, and
(iv) except as expressly provided by this Consent, will not result in the creation or imposition of any Lien on any asset of the Borrower, Parent, or any Subsidiary, except Liens created pursuant to the Loan Documents and the Second Lien Loan
Documents. 
 6. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. THIS CONSENT SHALL BE SUBJECT TO THE PROVISIONS
REGARDING GOVERNING LAW; JURISDICTION; AND WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 9.14 AND 9.15 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS. 

7. RELEASE OF CLAIMS. TO INDUCE THE LENDER TO ENTER INTO THIS CONSENT, THE BORROWER HEREBY (A) REPRESENTS
AND WARRANTS THAT AS OF THE DATE OF THIS CONSENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, AND WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, DEFENSES, OR COUNTERCLAIMS, WHETHER KNOWN
OR UNKNOWN, ARISING PRIOR TO THE DATE OF THIS CONSENT, (B) RELEASES AND FOREVER DISCHARGES THE RELEASED PERSONS FROM ANY AND ALL RELEASED CLAIMS, AND (C) COVENANTS NOT TO ASSERT (AND NOT TO ASSIST OR ENABLE ANY
OTHER PERSON TO ASSERT) ANY RELEASED CLAIM AGAINST ANY RELEASED PERSON. THE BORROWER ACKNOWLEDGES AND AGREES THAT SUCH RELEASE IS A GENERAL RELEASE OF ANY AND ALL RELEASED CLAIMS THAT CONSTITUTES A FULL AND COMPLETE SATISFACTION FOR ALL OR ANY
ALLEGED INJURIES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE RELEASED CLAIMS, ALL OF WHICH ARE HEREIN COMPROMISED AND SETTLED.  

8. Consents. This Consent cannot be altered, amended, changed or modified in any respect except in accordance with
Section 9.01 of the Credit Agreement. 
 9. Counterpart Execution. This Consent may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of
this Consent by facsimile transmission or other electronic transmission (i.e., a “pdf”) shall be effective as delivery of a manually executed counterpart hereof. 

  
 5 













 10. Continuing Effectiveness; Etc.

(a) Upon the effectiveness of this Consent, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the Existing Credit Agreement as modified hereby and each reference to the Credit Agreement in any other document, instrument or
agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Existing Credit Agreement as modified hereby. 

(b) Subject to the consents set forth herein, the Existing Credit Agreement and all other documents, instruments and agreements executed
and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed. The Borrower (i) agrees that, except as specifically provided herein, this Consent and the transactions contemplated hereby
shall not limit or diminish the obligations of the Borrower arising under or pursuant to the Credit Agreement or the other Loan Documents to which it is a party, (ii) reaffirms its obligations under the Credit Agreement and each and every other
Loan Document to which it is a party and (iii) reaffirms (x) all Liens on the Collateral which have been granted by it in favor of the Lender pursuant to any of the Loan Documents and (y) all filings made with any Governmental Authority in
connection with such Liens, as applicable. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS CONSENT OR OTHERWISE (EXCEPT AS IT RELATES TO THE SUBJECT COLLATERAL), NOTHING IN THIS CONSENT EXTINGUISHES, NOVATES OR RELEASES ANY RIGHT, CLAIM, LIEN,
SECURITY INTEREST OR ENTITLEMENT OF ANY OF THE LENDER CREATED BY OR CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENTS NOR IS THE BORROWER NOR HOLDINGS NOR ANY OTHER PARTY RELEASED FROM ANY COVENANT, WARRANTY OR OBLIGATION CREATED BY OR
CONTAINED HEREIN OR THEREIN. 
 (c) Except with respect to the subject matter hereof, including the consents specifically set forth
herein, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of the Lender nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and
agreements executed and/or delivered in connection therewith. 
 (d) This Consent shall constitute a Loan Document under the Credit
Agreement. 
 11. Integration. This Consent, together with the other Loan Documents and the other documents contemplated hereby,
contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings. 
 12. Severability. In case any provision in this Consent shall be invalid,
illegal or unenforceable, such provision shall be severable from the remainder of this Consent and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

13. Headings. Section headings in this Consent are included herein for convenience or reference only and shall not constitute a part of
this Consent for any other purpose. 
 14. Representation. The parties hereto acknowledge that Lender has selected Holland &
Knight LLP as its legal counsel in connection with the preparation and negotiation of this Consent. Borrower, each Guarantor, and Parent acknowledge that Holland & Knight LLP has not represented it in connection with the preparation and
negotiation of this Consent, and Holland & Knight LLP shall owe no duties directly to Borrower or Parent. Each of Borrower, each Guarantor, and Parent confirm that it has been advised (and given adequate time) to consult with its own legal
and tax advisors regarding this Consent and the Loan Documents. 

  
 6 













 15. Acknowledgment and Ratification of Guarantors. For the avoidance of doubt, each
of the undersigned DSTs acknowledges, ratifies, and agrees to the terms of the Credit Agreement, as amended, restated, supplemented or otherwise modified on or prior to the date hereof (including, but not limited to, the change in Borrower),
including (i) that certain Consent No. 1 to Second Amended and Restated Credit Agreement, dated as of January 20, 2021 and effective as of September 30, 2020, (ii) that certain Amendment No. 1 to Second Amended and Restated
Credit Agreement, dated as of March 10, 2021, (iii) that certain Amendment No. 2 to Loan Documents, dated as of June 28, 2021, (iv) that certain Consent and Amendment No. 3 to Second Amended and Restated Credit Agreement dated as
of November 3, 2021 and effective as of July 15, 2021, and (v) this Consent, and that the Obligations as modified by the foregoing and this Consent continue to be (A) Guaranteed Obligations under that certain Guaranty dated as of
September 1, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof) executed by the DSTs as Guarantors for the benefit of Lender, and (B) secured by that certain Security and Pledge
Agreement dated as of September 1, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof), executed by the DSTs as Pledgors for the benefit of Lender. 

[Signature pages follow] 

  
 7 













 IN WITNESS WHEREOF, the parties have entered into this Consent as of the date first above
written. 
  

			
	 BENEFICIENT COMPANY HOLDINGS, L.P.,

as Borrower

		
	By:	 	 /s/ James Silk

	Name: James Silk
	Title: Authorized Signatory
	
	 THE BENEFICIENT COMPANY GROUP, L.P.,

as Parent

		
	By:	 	 /s/ James Silk

	Name: James Silk
	Title: Authorized Signatory


 [SIGNATURE PAGE TO CONSENT
NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT] 












 
			
	 HCLP NOMINEES, L.L.C.,
 as
the Lender, and as Senior Creditor and Subordinated Creditor under the Subordination Agreement

	
	By: CROSSMARK MASTER HOLDINGS, LLC, its Manager
		
	By:	 	 /s/ David L. Wickline

	Name: David L. Wickline
	Title: Manager



  
 [SIGNATURE
PAGE TO CONSENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT] 













 Acknowledged, Ratified, and agreed as of the date hereof: 

DSTs: 
  

									
	LT-1 CUSTODY TRUST	 		 	LT-2 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-1 LiquidTrust,	 		 	Title:	 	Trustee of The LT-2 LiquidTrust,
		 	certificateholder of LT-1 Custody Trust	 		 		 	certificateholder of LT-2 Custody Trust
			
	LT-3 CUSTODY TRUST	 		 	LT-4 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-3 LiquidTrust,	 		 	Title:	 	Trustee of The LT-4 LiquidTrust,
		 	certificateholder of LT-3 Custody Trust	 		 		 	certificateholder of LT-4 Custody Trust
			
	LT-5 CUSTODY TRUST	 		 	LT-6 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-5 LiquidTrust,	 		 	Title:	 	Trustee of The LT-6 LiquidTrust,
		 	certificateholder of LT-5 Custody Trust	 		 		 	certificateholder of LT-6 Custody Trust
			
	LT-7 CUSTODY TRUST	 		 	LT-8 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-7 LiquidTrust,	 		 	Title:	 	Trustee of The LT-8 LiquidTrust,
		 	certificateholder of LT-7 Custody Trust	 		 		 	certificateholder of LT-8 Custody Trust
			
	LT-9 CUSTODY TRUST	 		 	LT-12 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-9 LiquidTrust,	 		 	Title:	 	Trustee of The LT-12 LiquidTrust,
		 	certificateholder of LT-9 Custody Trust	 		 		 	certificateholder of LT-12 Custody Trust
			
	LT-14 CUSTODY TRUST	 		 	LT-15 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-1 LiquidTrust,	 		 	Title:	 	Trustee of The LT-15 LiquidTrust,
		 	certificateholder of LT-14 Custody Trust	 		 		 	certificateholder of LT-15 Custody Trust


  
 [SIGNATURE
PAGE TO CONSENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT] 














									
	LT-16 CUSTODY TRUST	 		 	LT-17 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-16 LiquidTrust,	 		 	Title:	 	Trustee of The LT-17 LiquidTrust,
		 	certificateholder of LT-16 Custody Trust	 		 		 	certificateholder of LT-17 Custody Trust
			
	LT-18 CUSTODY TRUST	 		 	LT-19 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-18 LiquidTrust,	 		 	Title:	 	Trustee of The LT-19 LiquidTrust,
		 	certificateholder of LT-18 Custody Trust	 		 		 	certificateholder of LT-19 Custody Trust
			
	LT-20 CUSTODY TRUST	 		 	LT-21 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-20 LiquidTrust,	 		 	Title:	 	Trustee of The LT-21 LiquidTrust,
		 	certificateholder of LT-20 Custody Trust	 		 		 	certificateholder of LT-21 Custody Trust
			
	LT-22 CUSTODY TRUST	 		 	LT-23 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-22 LiquidTrust,	 		 	Title:	 	Trustee of The LT-23 LiquidTrust,
		 	certificateholder of LT-22 Custody Trust	 		 		 	certificateholder of LT-23 Custody Trust
			
	LT-24 CUSTODY TRUST	 		 	LT-25 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-24 LiquidTrust,	 		 	Title:	 	Trustee of The LT-25 LiquidTrust,
		 	certificateholder of LT-24 Custody Trust	 		 		 	certificateholder of LT-25 Custody Trust
			
	LT-26 CUSTODY TRUST	 		 	LT-27 CUSTODY TRUST
					
	By:	 	 /s/ John A. Stahl
	 		 	By:	 	 /s/ John A. Stahl

	Name:	 	John A. Stahl	 		 	Name:	 	John A. Stahl
	Title:	 	Trustee of The LT-26 LiquidTrust,	 		 	Title:	 	Trustee of The LT-27 LiquidTrust,
		 	certificateholder of LT-26 Custody Trust	 		 		 	certificateholder of LT-27 Custody Trust
				
	LT-28 CUSTODY TRUST	 		 		 	
					
	By:	 	 /s/ John A. Stahl
	 		 		 	
	Name:	 	John A. Stahl	 		 		 	
	Title:	 	Trustee of The LT-28 LiquidTrust,	 		 		 	
		 	certificateholder of LT-28 Custody Trust	 		 		 	


  
 [SIGNATURE
PAGE TO CONSENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT] 













 EXHIBIT A 

[EXALT PLAN PROGRAM AGREEMENT] 












 EXHIBIT B 

[PARTICIPATION LOAN AGREEMENT] 












 EXHIBIT C 

[PARTICIPATION AGREEMENT]