Amendment clause samples

Section 1.10      Amendment. This Agreement may be amended or modified only by a written instrument executed by each of the parties hereto.

(vi)In the event that, on or prior to the date that is 12 months after the Closing Date, the Borrower (x) prepays, repays, refinances, substitutes or replaces any Initial Term Loans in connection with a Repricing Event (including, for the avoidance of doubt, any prepayment made pursuant to Section 2.06(b)(ii) that constitutes a Repricing Event) or (y) effects any amendment, modification or waiver of, or consent under, this Agreement resulting in a Repricing Event, the Borrower shall pay to the Administrative Agent for the ratable account of each of the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the Initial Term Loans that are the subject of such Repricing Event outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Event; provided, however, that for the avoidance of doubt, in the case of the exercise by the Borrower of its rights under Section 11.01(f) in connection with a Repricing Event effected through an amendment, the prepayment premium described in the immediately preceding clause (I) shall be payable to any Lender replaced or repaid pursuant to Section 11.01(f) (and not any Person who replaces such Lender) in respect of the Initial Term Loans assigned pursuant to Section 11.01(f) immediately prior to such Repricing Event.

SECTION 5.Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties, including the First Amendment Incremental Term Loans, under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents.

2.1Continuing Lenders. Each Existing Term Loan Lender selecting Option A on the Term Loan Lender Consent hereby consents and agrees to this Amendment. Each Existing Revolving Lender executing and delivering a Revolving Lender Consent hereby consents and agrees to this Amendment.

Amendment. The 2021 Incentive Award Plan will have a term of ten years. The Committee may amend, suspend or terminate the 2021 Incentive Award Plan at any time, subject to stockholder approval if necessary to comply with any tax, or other applicable regulatory requirement. No amendment, suspension or termination will materially and adversely affect the rights of any participant or recipient of any award without the consent of the participant or recipient.

“Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a)reduced from time to time pursuant to Section2.08 and (b)reduced or increased from time to time pursuant to (i)assignments by or to such Lender pursuant to an Assignment and Assumption or (ii)a Refinancing Amendment. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01(b), or in the Assignment and Assumption or Refinancing Amendment pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may be. The initial amount of the Lenders’ Revolving Commitments as of the Effective Date is $100,000,000.

SECTION 2.02. Effect of Amendment. (a)Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of, the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to establish a precedent for purposes of interpreting the provisions of the Credit Agreement or entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply to and be effective only with respect to the provisions of the Credit Agreement and the other Loan Documents specifically referred to herein.

“2018 Revolving Credit Commitments” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 1 to Amendment No.5 and made a part hereof, as such commitment may be (a)reduced from time to time pursuant to Section2.08 and (b)reduced or increased from time to time pursuant to (i)assignments by or to such Lender pursuant to an Assignment and Assumption or (ii)a Refinancing Amendment. The aggregate amount of the Revolving Lenders’ 2018 Revolving Credit Commitments (including the Revolving Credit Commitment Increase pursuant to Amendment No.5) on the Effective Date is $200,000,000.

for loans, then the Administrative Agent and the Borrowers shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (d) (but, in the case of the circumstances described in clause (ii)of the first sentence of this Section2.14(d), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Borrowing Notice that requests the borrowing of or conversion of any borrowing to, or continuation of any Loan as, a Eurocurrency Loan shall be ineffective and (y)if any Borrowing Notice requests a Eurocurrency Loan, such Loan shall be made as a ABR Loan; provided that, if such alternate rate of interest shall be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement.

(b) The First Revolving Increase shall be deemed to be a “Incremental Revolving Commitment Increase” for all purposes of the Credit Agreement and the other Loan Documents having terms and provisions identical to those applicable to the Revolving Credit Facility, as amended by this Amendment. The aggregate amount of the First Revolving Increase Commitments under this Amendment shall be $12,750,000. The Borrower shall use the proceeds of any First Revolving Increase Loans for any purposes not prohibited by the Credit Agreement.

SECTION 4.02. New Lender. The New Lender hereby consents to this Amendment. On the Fourth Amendment (Other Amendments) Effective Date, the New Lender (i)shall become a “Lender” under, and for all purposes, and subject to and bound by the terms, of the Credit Agreement and other Loan Documents with Term Loans in an amount equal to the aggregate principal amount of all Existing Term Loans of all Non-Consenting Lenders, (ii)appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto and (iii)shall perform all the obligations of and shall have all rights of a Lender thereunder. After the assignment of Term Loans by each Fourth Amendment Non-Consenting Lender to the New Lender effected hereby, the New Lender and the Consenting Lenders shall together hold all of the Term Loans.

15. Counterpart Execution. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one fully executed original Amendment, binding upon the parties hereto, notwithstanding that all of the parties hereto may not be signatories to the same counterpart. Additionally, telecopied or e-mailed signatures may be used in place of original signatures on this Amendment. Landlord and Tenant intend to be bound by the signatures on the telecopied or e-mailed document, are aware that the other party will rely on the telecopied or e-mailed signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature.

This plan is intended only to show the general outline of the Seventh Amendment Space and the Common Hallway as of the date of this Amendment. Any depiction of interior windows, walls, cubicles, modules, furniture and equipment on this plan is for illustrative purposes only, but does not mean that such items exist. Landlord is not required to provide, install or construct any such items. It does not in any way supersede any of Landlord’s rights set forth in the Lease or this Amendment with respect to arrangements and/or locations of public parts of the 3 Carlisle Building. It is not necessarily to scale; any measurements or distances shown should be taken as approximate. The inclusion of elevators, stairways, electrical and mechanical closets, and other similar facilities for the benefit of occupants of the 3 Carlisle Building does not mean such items are part of the Seventh Amendment Space or the Common Hallway.

SEC Registration Fee $ 11,590 FINRA Filing Fee $ 15,500 Stock Exchange Listing Fee * Printing Fees and Expenses * Accounting Fees and Expenses * Legal Fees and Expenses * Blue Sky Fees and Expenses * Transfer Agent Fees and Expenses * Miscellaneous * ​ ​ ​ ​ ​ Total: $ * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ *To be filed by amendment. Item14.Indemnification of Directors and Officers.

Section9.01. Amendment. These by-laws may be amended, altered or repealed by the stockholders. The Board shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-laws of the Corporation.

(1) Except as expressly set forth herein, this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any Agent, any Lender or any Loan Party under the Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents, all of which (including with respect to the security interests and liens granted to the Agents and the other Secured Parties under the Loan Documents) are ratified and affirmed in all respects and shall continue in full force and effect except that, on and after the effectiveness of this First Amendment, each reference to the Credit Agreement in the Loan Documents and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, mean and be a reference to the Credit Agreement as amended by this First Amendment. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Loan Documents in similar or different circumstances. This First Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.

(e) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Specified Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Specified Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Term Loan Facilities incurred pursuant thereto (including the addition of such Specified Refinancing Term Loan Facilities as separate “Facilities” and “Tranches” hereunder and treated in a manner consistent with the Facilities being refinanced, including for purposes of prepayments and voting). Any Specified Refinancing Amendment may, without the consent of any Person other than the Borrower, the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned) and the Lenders providing such Specified Refinancing Term Loan Facilities, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this subsection 2.11.

rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and (ii)shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect and nothing herein can or may be construed as a novation thereof. On and as of the First Amendment Effective Date, each Loan Party reaffirms its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Documents. This First Amendment shall constitute a Loan Document for purposes of the Credit Agreement and each other Loan Document and from and after the First Amendment Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as amended by this First Amendment. Each of the Loan Parties hereby consents to this First Amendment and confirms and reaffirms all obligations of such Loan Party under the Loan Documents (as amended pursuant to this First Amendment) to which such Loan Party is a party.

of any Lender to the terms of any subsection 2.5 Additional Amendment. In connection with any Extension Amendment, at the request of the Administrative Agent or the Extending Lenders, the Borrower shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent as to the enforceability of this Agreement as amended by such Extension Amendment, and such of the other Loan Documents (if any) as may be amended thereby.

Post-Effective Amendment No.518 (the “Amendment”) to the Registration Statement of Goldman Sachs Trust was filed pursuant to Rule 485(a)(2) under the Securities Act of 1933 on January15, 2016 to register ClassA, Class C, Institutional, Class IR, Class R and Class R6 Shares of Goldman Sachs International Rising Dividend Growth Fund. Pursuant to Rule 485(a)(2), the Amendment would have become effective on March31, 2016. Post-Effective Amendment No.543 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April29, 2016 as the new date upon which the Amendment would become effective. Post-Effective Amendment No.550 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May27, 2016 as the new date upon which the Amendment would become effective. Post-Effective Amendment No.561 was being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating June24, 2016 as the new date upon which the Amendment would become effective.Post-Effective Amendment No.567 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating July22, 2016 as the new date upon which the Amendment would become effective. Post-Effective Amendment No.571 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating August19, 2016 as the new date upon which the Amendment would become effective. Post-Effective Amendment No.574 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating September16, 2016 as the new date upon which the Amendment would become effective. This Post-Effective Amendment No.578 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating October14, 2016 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No.578 incorporates by reference the information contained in Parts A and B of the Amendment. Part C is filed herewith.

a. Amendment. This Amendment shall have been duly executed and delivered by the Loan Parties, the Administrative Agent and the Lenders.

SECTION 2.15 Loan Repricing Protection. In the event that, on or prior to the date that is one year after the Closing Date, the Borrower (x)prepays, refinances, substitutes or replaces any Initial Loans in connection with a Repricing Transaction (including, for avoidance of doubt, any prepayment made pursuant to Section2.03(b)(iii) that constitutes a Repricing Transaction), or (y)effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the account of each of the applicable Lenders (including, in the case of any amendment, any Non-Consenting Lender that is required to assign its Loans pursuant to Section3.07 in connection therewith), (I) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Initial Loans of such Lender so prepaid, refinanced, substituted or replaced and (II)in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Initial Loans of such Lender outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction.

16. Amendment. No modifications or amendments of the terms and conditions herein shall be effective unless in writing and signed by the parties or their respective duly authorized agents.

7.PolicySubjecttoAmendment.ModificationandTermination. ThisPolicymaybeamended,modifiedorterminatedbytheBoardinthefutureatitssolediscretion. Withoutlimiting thegeneralityoftheforegoing,theBoardherebyexpresslyreservestheauthoritytoterminatethis Policyduringanyyearupanduntiltheelectionofdirectorsatagivenannualmeetingofstockholders.

instrument or law defined or referred to herein (a) means such agreement or instrument or law as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of law) by succession of comparable successor laws; and (b) includes (in the case of agreements or instruments) all attachments thereto and instruments incorporated therein. The words “including” and “includes” and terms of similar import shall be deemed to mean “including, without limitation”.The terms “hereby,” “hereof,” “hereto,” “herein,” “hereunder,” and any similar terms, refer to this Amendment.Article, Section, exhibit, schedule and addendum headings in and any table of contents and index of defined terms are solely for convenience and do not constitute a part, and shall not affect the meaning, construction or effect, of this Amendment.Capitalized words used as defined terms are used solely for convenience and such words do not affect the definitions assigned to them.Except to the extent specified to the contrary in this Amendment, references to Articles, Sections, Exhibits, schedules and addenda are to the Articles, Sections, Exhibits, Schedules and Addenda of this Amendment and all such Exhibits, Schedules and Addenda attached to this Amendment are incorporated herein and made a part hereof.If there is any conflict between such attached Exhibits, Schedules or Addenda and the terms of this Amendment, the terms of this Amendment shall control.

This Post-Effective Amendment No. 118 incorporates by reference the information contained in Parts A and B of the Amendment. This Post-Effective Amendment No. 118 does not affect the currently effective Prospectuses and Statement of Additional Information for the other series and classes of the Registrant’s shares.

D. By Third Amendment to Lease dated as of August 2, 2016 (the “Third Amendment”), Landlord did lease to Tenant, and Tenant did hire and lease from Landlord,certain additional premises containing 44,634 square feet of rentable floor area consisting of (a) 17,091 square feet of rentable floor area located on the second (2nd)floor of the Building (the “Second Floor Third Additional Premises”), and (b) 27,543 square feet of rentable floor area located on the third (3rd) floor of the Building (the “Third Floor Third Additional Premises”), upon the terms and conditions set forth in the Third Amendment. The Second Floor Third Additional Premises and the Third Floor Third Additional Premises are sometimes collectively referred to herein as the “ThirdAdditional Premises”).

G. By Sixth Amendment to Lease dated as of June 16, 2017 (the “Sixth Amendment”), Landlord did lease to Tenant, and Tenant did hire and lease from Landlord, certain additional premises containing 25,188 square feet of rentable floor area, consisting of (a) 15,229 square feet of rentable floor area located on the fourth (4th) floor of the Building (the “Vacant Sixth Amendment Premises”), and (b) 9,959 square feet of rentable floor area located on the fourth (4th) floor of the Building (the “Occupied Sixth Amendment Premises,” together with the Vacant Sixth Amendment Premises, collectively the “Sixth Amendment Premises”), upon the terms and conditions set forth in the Sixth Amendment.As of the Seventh Amendment Effective Date, Landlord has not delivered the Sixth Amendment Premises to Tenant, and neither the Vacant Sixth Amendment Premises Commencement Date (as defined in the Sixth Amendment) nor the Occupied Sixth Amendment Premises Commencement Date (as defined in the Sixth Amendment) have occurred.

In November 2015, the FASB issued ASU No.2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). Prior to ASU 2015-17, GAAP required an entity to separate deferred income tax assets and liabilities into current and noncurrent amounts on the balance sheet. ASU 2015-17 requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for annual and interim periods beginning after December15, 2016 and early adoption is permitted. ASU 2015-17 may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. We adopted ASU 2015-17 in 2015 and applied the guidance retrospectively which resulted in the reclassification of $10.0million of net current deferred income tax assets to noncurrent as of December31, 2014. The requirement that deferred tax liabilities and assets be offset and presented as a single amount was not affected by this amendment. See "Note10 Income taxes" for further discussion and application of ASU 2015-17 to prior period information.

to Rule 485(b)(1)(iii) for the purpose of designating March22, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No.190 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April5, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No.195 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating April26, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No.198 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May3, 2019 as the date upon which the Amendment would have become effective. Post-Effective Amendment No.199 was filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May8, 2019 as the date upon which the Amendment would have become effective. This Post-Effective Amendment No. 201 is being filed pursuant to Rule 485(b)(1)(iii) for the purpose of designating May 10, 2019 as the new date upon which the Amendment shall become effective. This Post-Effective Amendment No.201 incorporates by reference the information contained in PartsA and B of the Amendment. PartC is filed herewith.

14.4Amendment. This Agreement shall not be amended except by a writing of subsequent date hereto, executed by duly authorized representative of the parties hereto.

(a)2018 Salary, Bonus and Expense Reimbursement:TRMG has paid Executive his then-current base salary for the period ending December31, 2018, and reimbursed (or will reimburse) all expenses incurred in such period and submitted by January 21, 2019 as provided in Section4 of the Employment Agreement prior to this Amendment.In addition, if the Compensation Committee of the Board (the “Committee”) determines that senior executives of TRMG generally should be paid annual bonuses for 2018, Executive will be paid a cash bonus for his service as an officer in 2018 based on the Committee’s assessment of his performance in 2018.The amounts payable under this Section2(a) are in consideration of Executive’s employment during 2018 under the Employment Agreement, and will be reduced by amounts required to be withheld by law.

(d)In the event that, prior to the date that is one year after the Closing Date, a Repricing Event occurs, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term Lender, a fee in an amount equal to, (x) in the case of a Repricing Event occurring other than as a result of an amendment to this Agreement, a prepayment premium of 1.0% of the amount of the Term Loans being prepaid and (y) in the case of an amendment to this Agreement, a payment equal to 1.0% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable within three (3) Business Days of the date of the effectiveness of such Repricing Event.

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent, any Lender or any Issuing Bank in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

4.Scope of Amendment; Reaffirmation. All references to the Credit Agreement shall refer to the Credit Agreement as amended by this Amendment. Except as affected by this Amendment, the Loan Documents are unchanged and continue in full force and effect. This Amendment is a Loan Document. However, in the event of any inconsistency between the terms of the Credit Agreement (as amended by this Amendment) and any other Loan Document, the terms of the Credit Agreement shall control and such other document shall be deemed to be amended to conform to the terms of the Credit Agreement. Each of the Loan Parties (other than Holdings and the Borrower) acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein. Each of the Loan Parties agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Loan Party’s guaranty (as applicable) and grant of Liens and security interests under the Loan Documents to which it is a party shall remain in full force and effect without modification thereto and shall apply to the Obligations as amended hereby and (ii) nothing herein shall in any way limit any of the terms or provisions of such Loan Party’s guaranty (as applicable) or grant of Liens and security interests to the Collateral Agent or any other Loan Document executed by such Loan Party, all of which are hereby ratified, confirmed and affirmed in all respects after giving effect to this Amendment. Each of the Loan Parties (other than the Borrower) hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this section. Each of the Loan Parties (other than the Borrower) hereby further acknowledges that Holdings, the Borrower, the Agent and any Lender may, in accordance with the terms of the Credit Agreement, from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from such Loan Party and without affecting the validity or enforceability of such Loan Party’s guaranty or grant of Liens and security interests under the Loan Documents or giving rise to any reduction, limitation, impairment, discharge or termination of such Loan Party’s guaranty or grant of Liens and security interests under the Loan Documents.

(f)EFFECT OF INCREMENTAL AMENDMENT. Notwithstanding the title of this instrument (i.e., “Incremental Amendment”), this Incremental Amendment is not intended to and shall not have the effect of modifying or amending the Credit Agreement in any respect other than to implement the Increase Revolving Credit Commitments, as contemplated in Section 2.25 of the Credit Agreement (when it was first executed on July10, 2014 and in its current form as of the date hereof). The ability of the Borrower to incur the Increase Revolving Credit Commitments was contemplated and provided for in Section 2.25 of the Credit Agreement (when it was first executed on July 10, 2014 and in its current form as of the date hereof), subject to the conditions set forth therein, including without limitation that the aggregate amount of all Increase Revolving Credit Commitments (including the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment), Increase Closing Date Term Loan Commitments and Incremental Term Loan Commitments made available pursuant thereto shall not exceed $125,000,000. The ability to incur the Increase Revolving Credit Commitments provided for in the Credit Agreement and being implemented herein was unaffected by either the First Amendment or the Second Amendment.

(f)EFFECT OF INCREMENTAL AMENDMENT. Notwithstanding the title of this instrument (i.e., “Incremental Amendment”), this Incremental Amendment is not intended to and shall not have the effect of modifying or amending the Credit Agreement in any respect other than to implement the Increase Revolving Credit Commitments, as contemplated in Section 2.25 of the Credit Agreement (when it was first executed on July 10, 2014 and in its current form as of the date hereof). The ability of the Borrower to incur the Increase Revolving Credit Commitments was contemplated and provided for in Section 2.25 of the Credit Agreement (when it was first executed on July 10, 2014 and in its current form as of the date hereof), subject to the conditions set forth therein, including without limitation that the aggregate amount of all Increase Revolving Credit Commitments (including the Increase Revolving Credit Commitments to be provided pursuant to this Incremental Amendment), Increase Closing Date Term Loan Commitments and Incremental Term Loan Commitments made available pursuant thereto shall not exceed $125,000,000. The ability to incur the Increase Revolving Credit Commitments provided for in the Credit Agreement and being implemented herein was unaffected by the First Amendment, the Second Amendment and the June 2016 Incremental Amendment (for the avoidance of doubt, it is acknowledged that the Increase Revolving Credit Commitments incurred under the June 2016 Incremental Amendment constituted a usage of $35,000,000 of the $125,000,000 Increase Revolving Credit Commitments, Increase Closing Date Term Loan Commitments and Incremental Term Loan Commitments permitted under Section 2.25(a)(v) of the Credit Agreement).

3.No Further Amendment. Except as expressly amended hereby, the Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Agreement or any of the documents referred to therein.

4.Effect of Amendment. This Amendment shall form a part of the Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed a reference to the Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

6.Authorization to Execute Amendment. The parties warrant that they are authorized to execute and deliver this Amendment and to perform the obligations set forth herein, and the persons executing this Amendment on behalf of such party are authorized to do so.

See “Management of the Funds” in the Prospectus and “Investment Advisory and Other Services” and “Management of the Trust” in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of the Adviser and Subadvisers, reference is made to the Adviser’s and each Subadviser’s current Form ADV filed under the Investment Advisers Act of 1940, and incorporated herein by reference.

6.Right of First Offer.Landlord and Tenant hereby acknowledge and agree that the Fourth Amendment Expansion Premises is the same space described as the “Subordinate Right of First Offer Space” in the Right of First Offer attached as Exhibit B of the First Amendment.Accordingly, such Right of First Offer shall have no further force or effect with respect to such Subordinate Right of First Offer Space described therein, but shall remain in full force and effect as to the Other Right of First Offer Space described therein.