10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10‑Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to

COMMISSION FILE NUMBER 001‑34691

ATLANTIC POWER CORPORATION

(Exact name of registrant as specified in its charter)

British Columbia, Canada (State or other jurisdiction of incorporation or organization)	55‑0886410 (I.R.S. Employer Identification No.)
3 Allied Drive, Suite 220 Dedham, MA (Address of principal executive offices)	02026 (Zip code)

(617) 977‑2400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. (Check one):

Large accelerated filer ☐	Accelerated filer ☒	Non‑accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐
Emerging growth company ☐

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

The number of shares outstanding of the registrant’s Common Stock as of May 2, 2017 was 115,229,497.

ATLANTIC POWER CORPORATION

FORM 10‑Q

THREE MONTHS ENDED MARCH 31, 2017

Index

	General:		3
		PART I—FINANCIAL INFORMATION
ITEM 1.		CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
		Consolidated Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016	4
		Consolidated Statements of Operations for the three months ended March 31, 2017 and March 31, 2016 (unaudited)	5
		Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2017 (unaudited) and March 31, 2016 (unaudited)	6
		Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and March 31, 2016 (unaudited)	7
		Condensed Notes to Consolidated Financial Statements (unaudited)	8
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	28
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43
ITEM 4.		CONTROLS AND PROCEDURES	43
		PART II—OTHER INFORMATION
ITEM 1A.		RISK FACTORS	44
ITEM 6.		EXHIBITS	45

GENERAL

In this Quarterly Report on Form 10‑Q, references to “Cdn$” and “Canadian dollars” are to the lawful currency of Canada and references to “$” and “US$” and “U.S. dollars” are to the lawful currency of the United States. All dollar amounts herein are in U.S. dollars, unless otherwise indicated.

Unless otherwise stated, or the context otherwise requires, references in this Quarterly Report on Form 10‑Q to “we,” “us,” “our,” “Atlantic Power” and the “Company” refer to Atlantic Power Corporation, those entities owned or controlled by Atlantic Power Corporation and predecessors of Atlantic Power Corporation.

3

ATLANTIC POWER CORPORATION

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

	March 31,		December 31,
	2017		2016
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	91.5	$	85.6
Restricted cash		10.0		13.3
Accounts receivable		37.1		37.3
Current portion of derivative instruments asset (Notes 5 and 6)		3.7		4.0
Inventory		16.2		16.0
Prepayments		9.8		5.9
Other current assets		2.6		2.8
Total current assets		170.9		164.9
Property, plant, and equipment, net		717.0		733.2
Equity investments in unconsolidated affiliates (Note 3)		272.2		266.8
Power purchase agreements and intangible assets, net		236.6		246.2
Goodwill		36.0		36.0
Derivative instruments asset (Notes 5 and 6)		4.1		4.6
Other assets		4.7		5.1
Total assets	$	1,441.5	$	1,456.8
Liabilities
Current liabilities:
Accounts payable	$	4.7	$	4.5
Accrued interest		4.3		0.7
Other accrued liabilities		20.6		24.4
Current portion of long-term debt (Note 4)		109.4		111.9
Current portion of derivative instruments liability (Notes 5 and 6)		6.0		7.6
Other current liabilities		9.7		1.8
Total current liabilities		154.7		150.9
Long-term debt, net of unamortized discount and deferred financing costs (Note 4)		728.3		749.2
Convertible debentures, net of unamortized deferred financing costs		101.1		100.4
Derivative instruments liability (Notes 5 and 6)		23.4		21.3
Deferred income taxes		67.3		68.3
Power purchase and fuel supply agreement liabilities, net		24.9		25.3
Other long-term liabilities		56.0		55.5
Total liabilities		1,155.7		1,170.9
Equity
Common shares, no par value, unlimited authorized shares; 115,229,497 and 114,649,888 issued and outstanding at March 31, 2017 and December 31, 2016		1,273.4		1,272.9
Accumulated other comprehensive loss (Note 2)		(146.4)		(148.5)
Retained deficit		(1,062.5)		(1,059.8)
Total Atlantic Power Corporation shareholders’ equity		64.5		64.6
Preferred shares issued by a subsidiary company (Note 10)		221.3		221.3
Total equity		285.8		285.9
Total liabilities and equity	$	1,441.5	$	1,456.8

See accompanying notes to consolidated financial statements.

4

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2017		2016
Project revenue:
Energy sales	$	37.1	$	52.5
Energy capacity revenue		19.5		31.9
Other		41.8		22.0
		98.4		106.4
Project expenses:
Fuel		28.9		38.9
Operations and maintenance		20.4		21.2
Depreciation and amortization		29.5		24.8
		78.8		84.9
Project other income:
Change in fair value of derivative instruments (Notes 5 and 6)		(1.2)		(1.2)
Equity in earnings of unconsolidated affiliates (Note 3)		9.0		10.7
Interest, net		(2.2)		(2.1)
Other income (expense), net		0.1		(0.2)
		5.7		7.2
Project income		25.3		28.7
Administrative and other expenses:
Administration		6.4		6.1
Interest expense, net		17.3		16.6
Foreign exchange loss (Note 6)		2.5		19.8
Other income, net		—		(2.5)
		26.2		40.0
Loss from operations before income taxes		(0.9)		(11.3)
Income tax (benefit) expense (Note 7)		(0.3)		1.6
Net loss		(0.6)		(12.9)
Net income attributable to preferred shares dividends of a subsidiary company		2.1		2.0
Net loss attributable to Atlantic Power Corporation	$	(2.7)	$	(14.9)
Net loss per share attributable to Atlantic Power Corporation shareholders: (Note 9)
Basic	$	(0.02)	$	(0.12)
Diluted		(0.02)		(0.12)
Weighted average number of common shares outstanding: (Note 9)
Basic		114.8		121.9
Diluted		114.8		121.9

See accompanying notes to consolidated financial statements.

5

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in millions of U.S. dollars)

(Unaudited)

	Three Months Ended March 31,
	2017		2016
Net loss	$	(0.6)	$	(12.9)
Other comprehensive loss, net of tax:
Unrealized loss on hedging activities	$	(0.2)	$	(0.5)
Net amount reclassified to earnings		0.3		0.2
Net unrealized gain (loss) on derivatives		0.1		(0.3)
Defined benefit plan, net of tax		0.1		—
Foreign currency translation adjustments		2.0		18.5
Other comprehensive income, net of tax		2.2		18.2
Comprehensive income		1.6		5.3
Less: Comprehensive income attributable to preferred share dividends of a subsidiary company		2.1		2.0
Comprehensive (loss) income attributable to Atlantic Power Corporation	$	(0.5)	$	3.3

See accompanying notes to consolidated financial statements.

6

ATLANTIC POWER CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(Unaudited)

	Three months ended
	March 31,
	2017		2016
Cash provided by operating activities:
Net loss	$	(0.6)	$	(12.9)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		29.5		24.8
Loss on sale of assets		—		0.2
Gain on purchase and cancellation of convertible debentures		—		(2.5)
Stock-based compensation expense		0.4		0.6
Equity in earnings from unconsolidated affiliates		(9.0)		(10.7)
Distributions from unconsolidated affiliates		3.7		4.3
Unrealized foreign exchange loss		2.5		20.1
Change in fair value of derivative instruments		1.2		1.2
Change in deferred income taxes		(1.2)		0.1
Change in other operating balances
Accounts receivable		0.2		(0.5)
Inventory		(0.1)		2.8
Prepayments and other assets		(0.5)		(10.4)
Accounts payable		(0.4)		1.4
Accruals and other liabilities		8.4		10.9
Cash provided by operating activities		34.1		29.4
Cash provided by investing activities:
Change in restricted cash		3.3		5.2
Reimbursement of costs for third-party construction project		—		4.7
Purchase of property, plant and equipment		(2.0)		(0.7)
Cash provided by investing activities		1.3		9.2
Cash used in financing activities:
Common share repurchases		—		(0.9)
Repayment of corporate and project-level debt		(27.4)		(27.5)
Repayment of convertible debentures		—		(16.3)
Dividends paid to preferred shareholders		(2.1)		(2.0)
Cash used in financing activities		(29.5)		(46.7)
Net increase (decrease) in cash and cash equivalents		5.9		(8.1)
Cash and cash equivalents at beginning of period		85.6		72.4
Cash and cash equivalents at end of period	$	91.5	$	64.3
Supplemental cash flow information
Interest paid	$	13.1	$	10.2
Income taxes paid, net	$	0.9	$	0.9
Accruals for construction in progress	$	—	$	1.0

See accompanying notes to consolidated financial statements.

7

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

1. Nature of business

General

Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers largely under long‑term power purchase agreements (“PPAs”), which seek to minimize exposure to changes in commodity prices. As of March 31 2017, our power generation projects had an aggregate gross electric generation capacity of approximately 2,138 megawatts (“MW”) in which our aggregate ownership interest is approximately 1,500 MW. Our current portfolio consists of interests in twenty-three power generation projects across nine states in the United States and two provinces in Canada. Nineteen of the projects are currently operational, totaling 1,975 MW on a gross capacity basis and 1,337 MW on a net ownership basis. The remaining four projects, all in Ontario, are not operational, three due to revised contractual arrangements with the offtaker and the other, Tunis, has a forward-starting 15-year contractual agreement that will commence between November 2017 and June 2019. Eighteen of our projects are majority‑owned.

Atlantic Power is a corporation established under the laws of the Province of Ontario on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the Toronto Stock Exchange under the symbol “ATP” and on the New York Stock Exchange under the symbol “AT.” Our registered office is located at 215-10451 Shellbridge Way, Richmond, British Columbia V6X 2W8 Canada and our headquarters is located at 3 Allied Drive, Suite 220, Dedham, Massachusetts 02026, USA. Our telephone number in Dedham is (617) 977‑2400 and the address of our website is www.atlanticpower.com. Information contained on Atlantic Power’s website or that can be accessed through its website is not incorporated into and does not constitute a part of this Quarterly Report on Form 10‑Q. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. We make available on our website, free of charge, our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Additionally, we make available on our website our Canadian securities filings, which are not incorporated by reference into our Exchange Act filings.

Basis of presentation

The interim consolidated financial statements included in this Quarterly Report on Form 10‑Q have been prepared in accordance with the SEC regulations for interim financial information and with the instructions to Form 10‑Q. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to our financial statements in our Annual Report on Form 10‑K for the year ended December 31, 2016. Interim results are not necessarily indicative of results for the full year.

In our opinion, the accompanying unaudited interim consolidated financial statements present fairly our consolidated financial position as of March 31, 2017, the results of operations and comprehensive (loss) income for the three months ended March 31, 2017 and 2016, and our cash flows for the three months ended March 31, 2017 and 2016 in accordance with U.S generally accepted accounting policies. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included.

Use of estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

8

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the useful lives and recoverability of property, plant and equipment, valuation of goodwill, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the fair value of financial instruments and derivatives, pension obligations, asset retirement obligations and equity-based compensation. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2016. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

Recently issued accounting standards

Adopted

In July 2015, the FASB issued changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes became effective for us on January 1, 2017 and did not have an impact on the consolidated financial statements.

In November 2015, the FASB issued changes to the balance sheet classification of deferred taxes. These changes simplify the presentation of deferred income taxes by requiring all deferred income tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by these changes. The new guidance became effective for us on January 1, 2017 and did not have an impact on the consolidated financial statements.

In March 2016, the FASB issued authoritative guidance intended to simplify and improve several aspects of the accounting for share-based payment transactions. The new guidance includes amendments to share-based accounting for forfeitures and income taxes, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified in the statement of cash flows. We have elected to continue our policy of estimating forfeitures each period. This guidance became effective for us on January 1, 2017 and did not have an impact on our financial position and results of operations upon its adoption.

Issued

In May 2014, the FASB issued new recognition and disclosure requirements for revenue from contracts with customers, which supersedes the existing revenue recognition guidance. The new recognition requirements focus on when the customer obtains control of the goods or services, rather than the current risks and rewards model of recognition. The core principle of the new standard is that an entity will recognize revenue when it transfers goods or services to its customers in an amount that reflects the consideration an entity expects to be entitled to for those goods or services. The new disclosure requirements will include information intended to communicate the nature, amount, timing and any uncertainty of revenue and cash flows from applicable contracts, including any significant judgments and changes in judgments and assets recognized from the costs to obtain or fulfill a contract. Entities will generally be

9

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

required to make more estimates and use more judgment under the new standard. The new requirements will be effective for us beginning January 1, 2018, and may be implemented either retrospectively for all periods presented, or as a cumulative-effect adjustment as of January 1, 2018. Early adoption is permitted, but not before January 1, 2017. Management is currently evaluating the potential impact of this new guidance on our consolidated financial statements. We have developed a project plan to assess the potential impact of the standard and have evaluated a sampling of our most significant contracts (PPAs). We have approximately 20 PPAs at our consolidated projects that require further analysis under this standard. Currently we recognize energy revenue upon transmission to the customer. Capacity revenue is recognized when billed as hours are made available under the terms of the relevant PPA. Our current policy appears to be in compliance with the new standard’s focus on when the customer obtains control of the goods or services. However, these agreements are complex and still require significant analysis prior to reaching a conclusion as to how the adoption of the standard will impact our financial position, results of operations and cash flows. Upon adoption, we expect to utilize the cumulative-effect adjustment method upon adoption as of January 1, 2018.

In February 2016, the FASB issued authoritative guidance intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance should be applied under a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any leases that expire before the initial application date will not require any accounting adjustment. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our financial position and results of operations upon adoption of this guidance.

In August 2016, the FASB issued authoritative guidance intended to clarify classification of specific cash flows that have aspects of more than one class of cash flows. As a result of this new guidance, entities should be applying specific GAAP in the following eight cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The guidance is not expected to have a material impact on the consolidated financial statements.

In November 2016, the FASB issued authoritative guidance to address diversity in practice of presenting changes in restricted cash on the statement of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. This guidance will change our presentation of restricted cash in the consolidated statements of cash flows upon adoption.

In October 2016, the FASB issued authoritative guidance, which amends existing guidance related to the recognition of current and deferred incomes taxes for intra-entity asset transfers. Under the new guidance, current and deferred income tax consequences of an intra-entity asset transfer, other than an intra-entity asset transfer of inventory, are now recognized when the transfer occurs. The guidance is effective for annual periods, including interim periods

10

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

within those annual periods, beginning after December 15, 2017 with early adoption permitted. We are currently evaluating the potential impact of the adoption on the consolidated financial statements.

In January 2017, the FASB issued authoritative guidance, which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. We plan to adopt this guidance at the earlier of an event-driven impairment test in 2017 or when we perform our annual goodwill impairment test in the fourth quarter of 2017. We cannot assess the impact on our financial statements because the determination will be made based on a fair value measurement at the time the test is conducted.

2. Changes in accumulated other comprehensive loss by component

The changes in accumulated other comprehensive loss by component were as follows:

	Three Months Ended March 31,
	2017		2016
Foreign currency translation
Balance at beginning of period	$	(148.3)	$	(139.1)
Other comprehensive loss:
Foreign currency translation adjustments(1)		2.0		18.4
Balance at end of period	$	(146.3)	$	(120.7)
Pension
Balance at beginning of period	$	(0.9)	$	(0.4)
Other comprehensive loss:
Curtailment gain		0.1		—
Tax benefit (expense)		—		—
Total Other comprehensive (loss) income before reclassifications, net of tax		0.1		—
Total amount reclassified from accumulated other comprehensive loss, net of tax		—		—
Total other comprehensive income		0.1		—
Balance at end of period	$	(0.8)	$	(0.4)
Cash flow hedges
Balance at beginning of period	$	0.7	$	0.2
Other comprehensive loss:
Net change from periodic revaluations		(0.3)		(0.8)
Tax benefit		0.1		0.3
Total Other comprehensive loss before reclassifications, net of tax		(0.2)		(0.5)
Net amount reclassified to earnings:
Interest rate swaps(2)		0.5		0.3
Tax expense		(0.2)		(0.1)
Total amount reclassified from accumulated other comprehensive loss, net of tax		0.3		0.2
Total other comprehensive income (loss)		0.1		(0.3)
Balance at end of period	$	0.8	$	(0.1)

⁽¹⁾ In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings (loss).

⁽²⁾ This amount was included in interest expense, net on the accompanying consolidated statements of operations.

11

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

3. Equity method investments in unconsolidated affiliates

The following summarizes the operating results for the three months ended March 31, 2017 and 2016, respectively, for our proportional ownership interest in equity method investments:

	Three Months Ended March 31,
Operating results	2017		2016
Revenue
Frederickson	$	5.3	$	5.1
Orlando Cogen, LP		13.2		13.4
Koma Kulshan Associates		0.3		0.4
Chambers Cogen, LP		12.3		12.7
Selkirk Cogen Partners, LP		0.7		1.4
		31.8		33.0
Project expenses
Frederickson		4.3		4.5
Orlando Cogen, LP		7.1		6.6
Koma Kulshan Associates		0.3		0.1
Chambers Cogen, LP		9.2		8.8
Selkirk Cogen Partners, LP		1.4		1.8
		22.3		21.8
Project other expense
Frederickson		—		—
Orlando Cogen, LP		—		—
Koma Kulshan Associates		—		—
Chambers Cogen, LP		(0.5)		(0.5)
Selkirk Cogen Partners, LP		—		—
		(0.5)		(0.5)
Project income (loss)
Frederickson		1.0		0.6
Orlando Cogen, LP		6.1		6.8
Koma Kulshan Associates		—		0.2
Chambers Cogen, LP		2.6		3.4
Selkirk Cogen Partners, LP		(0.7)		(0.3)
	$	9.0	$	10.7
Equity in earnings of unconsolidated affiliates
Distributions from equity method investments		(3.7)		(4.3)
Excess in earnings of equity method investments, net of distributions	$	5.4	$	6.4

12

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

4. Long‑term debt

Long‑term debt consists of the following:

	March 31,		December 31,
	2017		2016		Interest Rate
Recourse Debt:
Senior secured term loan facility, due 2023(1)	$	614.9	$	639.9	LIBOR(2)(3)	plus	5.00	%
Senior unsecured notes, due June 2036 (Cdn$210.0)		157.9		156.4			5.95	%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		11.9		13.5	LIBOR	plus	3.125	%
Cadillac term loan, due 2025		26.3		27.0	LIBOR	plus	1.37	%
Piedmont term loan, due 2018		56.6		56.6	LIBOR	plus	3.75	%
Other long-term debt		0.2		0.2	5.50	%  -	6.70	%
Less: unamortized discount		(16.1)		(17.2)
Less: unamortized deferred financing costs		(14.0)		(15.3)
Less: current maturities		(109.4)		(111.9)
Total long-term debt	$	728.3	$	749.2

Current maturities consist of the following:

	March 31,		December 31,
	2017		2016		Interest Rate
Current Maturities:
Senior secured term loan facility, due 2023(1)	$	97.5	$	100.0	LIBOR(2)(3)	plus	5.00	%
Epsilon Power Partners term facility, due 2019		6.3		6.2	LIBOR	plus	3.125	%
Cadillac term loan, due 2025		3.0		3.0	LIBOR	plus	1.37	%
Piedmont term loan, due 2018		2.5		2.5	LIBOR	plus	3.75	%
Other short-term debt		0.1		0.2	5.50	%  -	6.70	%
Total current maturities	$	109.4	$	111.9

⁽¹⁾ On a quarterly basis, we make a cash sweep payment to fund the principal balance, based on terms as defined in the term loan credit agreement. The portion of the senior secured term loan facility classified as current is based on principal payments required to reduce the aggregate principal amount of senior secured term loan outstanding to achieve a target principal amount that declines quarterly based on a pre-determined specified schedule.

⁽²⁾ LIBOR cannot be less than 1.00%. We have entered into interest rate swap agreements to mitigate the exposure to changes in LIBOR for $395.4 million of the $614.9 million outstanding aggregate borrowings under our senior secured term loan facility at March 31, 2017. See Note 6, Accounting for derivative instruments and hedging activities for further details.

⁽³⁾ In April 2017, the interest rate for the senior secured term loan facility was amended to LIBOR plus 4.25%. LIBOR cannot be less than 1.00%.

13

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

5. Fair value of financial instruments

The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of March 31, 2017 and December 31, 2016. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	March 31, 2017
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	91.5	$	—	$	—	$	91.5
Restricted cash		10.0		—		—		10.0
Derivative instruments asset		—		7.8		—		7.8
Total	$	101.5	$	7.8	$	—	$	109.3
Liabilities:
Derivative instruments liability	$	—	$	29.4	$	—	$	29.4
Total	$	—	$	29.4	$	—	$	29.4

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	85.6	$	—	$	—	$	85.6
Restricted cash		13.3		—		—		13.3
Derivative instruments asset		—		8.6		—		8.6
Total	$	98.9	$	8.6	$	—	$	107.5
Liabilities:
Derivative instruments liability	$	—	$	28.9	$	—	$	28.9
Total	$	—	$	28.9	$	—	$	28.9

The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk-free interest rate.

We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of March 31, 2017, the credit valuation adjustments resulted in a $4.1 million net increase in fair value, which consists of a $0.3 million pre‑tax gain in other comprehensive income and a $3.8 million gain in change in fair value of derivative instruments. As of December 31, 2016, the credit valuation adjustments resulted in a $3.8 million net increase in fair value, which consists of a $0.3 million pre‑tax gain in other comprehensive income and a $3.5 million gain in change in fair value of derivative instruments.

The carrying amounts for cash and cash equivalents and restricted cash approximate fair value due to their short-term nature.

14

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

6. Accounting for derivative instruments and hedging activities

We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value in each reporting period. We have one contract designated as a cash flow hedge, and we defer the effective portion of the change in fair value of the derivatives in accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings (loss). The ineffective portion of a cash flow hedge is immediately recognized in earnings (loss). For our other derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings (loss). These guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

Gas purchase and sale agreements

We have entered into various gas purchase and sale agreements for our Nipigon projects that expire ranging from October 31, 2018 through December 31, 2022. In June 2014, Atlantic Power Limited Partnership (“APLP”) entered into contracts for the purchase of 2.9 million Gigajoules (“Gj”) of future natural gas purchases beginning on November 1, 2014 and expiring on December 31, 2017 for our projects in Ontario. In December 2016, we also entered into a gas purchase agreement for our Kenilworth project to fix the price of 0.8 million Mmbtu of natural purchases beginning on January 1, 2017 and expiring on December 31, 2017. These agreements do not qualify for the normal purchase normal sales (“NPNS”) exemption and are accounted for as derivative financial instruments because we could not conclude that it is probable that these contracts will not settle net and will result in physical delivery. These derivative financial instruments are recorded in the consolidated balance sheets at fair value and the changes in their fair market value are recorded in the consolidated statements of operations.

Natural gas swaps

Our strategy to mitigate future exposure to changes in natural gas prices at our projects consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheets at fair value and the changes in their fair market value are recorded in the consolidated statements of operations.

We have entered into various natural gas swaps to effectively fix the price of 6.8 million Mmbtu of future natural gas purchases at Orlando, which is approximately 90% of our share of the expected natural gas purchases at the project through December 2018. These contracts are accounted for as derivative financial instruments and are recorded in the consolidated balance sheet at fair value at March 31, 2017. Changes in the fair market value of these contracts are recorded in the consolidated statement of operations.

Interest rate swaps

Atlantic Power Limited Partnership Holdings (“APLP Holdings”) has entered into several interest rate swap agreements to mitigate its exposure to changes in interest at the Adjusted Eurodollar Rate for $395.4 million notional amount of the remaining $614.9 million aggregate principal amount of borrowings under the senior secured term loans. These interest rate swap agreements expire at various dates through March 31, 2020. Borrowings under the senior secured term loans bear interest at a rate equal to the Adjusted Eurodollar Rate plus an applicable margin of 5.00%. Based on the terms of the Credit Agreement, the Adjusted Eurodollar Rate cannot be less than 1.00% resulting in a minimum of a 6.00% all-in rate on the senior secured term loans. As a result of entering into the swap agreements, the all-in rate for $395.4 million of the senior secured term loans cannot be less than 6.00%, if the Adjusted Eurodollar Rate is equal to or greater than 1.00%. In April 2017, the interest rate for the senior secured term loans was amended to the Adjusted Eurodollar Rate plus an applicable margin of 4.25%, resulting in a minimum of a 5.25% all-in rate.

15

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable‑rate debt. The interest rate swap agreements effectively convert the floating rate debt from LIBOR plus an applicable margin of 3.75% to a fixed rate of 4.47% plus an applicable margin of 4.00% until the maturity of the debt in August 2018, resulting in an all‑in rate of 8.47%. The swap continues at the fixed rate of 4.47% until November 2030. The interest rate swaps expire on November 30, 2030. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.1% through February 15, 2019, 6.3% from February 16, 2019 to February 15, 2023, and 6.4% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac’s debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and the effective portion of the changes in the fair market value is recorded in accumulated other comprehensive loss.

Foreign currency forward contracts

We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates as we generate cash flow in U.S. dollars and Canadian dollars. We currently have Canadian dollar payment obligations for preferred dividends, interest on our Canadian dollar-denominated convertible debentures and our Medium Term Notes. Principal and interest payments for our senior secured term loans as well as our U.S dollar-denominated convertible debentures are made in U.S. dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the future interest and principal payments, preferred dividends and other working capital requirements. In March 2017, we entered into foreign exchange forward contracts to sell Cdn$10 million at an exchange rate of 1.3381 on each of June 19, 2017, September 19, 2017 and December 19, 2017. The foreign currency forward contracts are not designated as hedges, and changes in their market value are recorded in foreign exchange on the consolidated statements of operations at March 31, 2017.

Volume of forecasted transactions

We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the NPNS exemption at March 31, 2017 and December 31, 2016:

		March 31,	December 31,
	Units	2017	2016
Natural gas swaps	Natural Gas (Mmbtu)	6.8	4.9
Gas purchase agreements	Natural Gas (Gigajoules)	12.5	11.3
Interest rate swaps	Interest (US$)	478.7	506.9
Foreign currency forward contracts	Dollars (Cdn$)	30.0	-

16

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

Fair value of derivative instruments

We disclose derivative instrument assets and liabilities on a trade‑by‑trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	March 31, 2017
	Derivative		Derivative
	Assets		Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	0.7
Interest rate swaps long-term		—		1.9
Total derivative instruments designated as cash flow hedges		—		2.6
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		0.9		1.5
Interest rate swaps long-term		4.1		6.2
Natural gas swaps current		2.8		0.6
Natural gas swaps long-term		—		0.1
Gas purchase agreements current		—		3.0
Gas purchase agreements long-term		—		15.2
Foreign currency forward contracts current		—		0.2
Total derivative instruments not designated as cash flow hedges		7.8		26.8
Total derivative instruments	$	7.8	$	29.4

	December 31, 2016
	Derivative		Derivative
	Assets		Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	0.8
Interest rate swaps long-term		—		2.0
Total derivative instruments designated as cash flow hedges		—		2.8
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		0.4		1.9
Interest rate swaps long-term		4.5		6.5
Natural gas swaps current		3.9		0.8
Natural gas swaps long-term		0.1		—
Gas purchase agreements current		—		4.5
Gas purchase agreements long-term		—		12.7
Total derivative instruments not designated as cash flow hedges		8.9		26.4
Total derivative instruments	$	8.9	$	29.2

17

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

Accumulated other comprehensive income

The following table summarizes the changes in the accumulated other comprehensive income (loss) (“OCI”) balance attributable to derivative financial instruments designated as a hedge, net of tax:

	Interest Rate
Three Months Ended March 31, 2017	Swaps
Accumulated OCI balance at January 1, 2017	$	0.7
Change in fair value of cash flow hedges		(0.2)
Realized from OCI during the period		0.3
Accumulated OCI balance at March 31, 2017	$	0.8
	Interest Rate
Three Months Ended March 31, 2016	Swaps
Accumulated OCI balance at January 1, 2016	$	0.2
Change in fair value of cash flow hedges		(0.5)
Realized from OCI during the period		0.2
Accumulated OCI balance at March 31, 2016	$	(0.1)

Impact of derivative instruments on the consolidated statements of operations

The following table summarizes realized loss (gain) for derivative instruments not designated as cash flow hedges:

	Classification of loss (gain)	Three Months Ended March 31,
	recognized in income	2017		2016
Gas purchase agreements	Fuel	$	(0.4)	$	11.6
Natural gas swaps	Fuel		1.3		2.0
Interest rate swaps	Interest, net		0.9		0.6

The following table summarizes the unrealized gain (loss) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

	Classification of gain (loss)	Three Months Ended March 31,
	recognized in income	2017		2016
Natural gas swaps	Change in fair value of derivatives	$	0.2	$	1.8
Gas purchase agreements	Change in fair value of derivatives		(2.1)		(0.2)
Interest rate swaps	Change in fair value of derivatives		0.7		(2.8)
		$	(1.2)	$	(1.2)
Foreign currency forwards	Foreign exchange loss	$	(0.2)	$	—

18

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

7. Income taxes

	Three Months Ended March 31,
	2017		2016
Current income tax expense	$	0.9	$	1.5
Deferred income tax (benefit) expense		(1.2)		0.1
Total income tax (benefit) expense, net	$	(0.3)	$	1.6

For the three months endedMarch 31, 2017 and 2016

Income tax benefit for the three months ended March 31, 2017 was $0.3 million. Expected income tax benefit for the same period, based on the Canadian enacted statutory rate of 26%, was $0.2 million. The primary item increasing the tax rate for the three months ended March 31, 2017 was $0.7 million related to net increase to the Company’s valuation allowances in Canada due to an increase in tax assets. This was offset by $0.4 million relating to foreign exchange, $0.3 million relating to operating in higher tax rate jurisdictions and $0.1 million of other permanent differences.

Income tax expense for the three months ended March 31, 2016 was $1.6 million. Expected income tax benefit for the same period, based on the Canadian enacted statutory rate of 26%, was $3.0 million. The primary items increasing the tax rate for the three months ended March 31, 2016 were $2.8 million relating to a change in valuation allowance, $2.5 million related to foreign exchange, $0.6 million relating to dividend withholding and other taxes and $0.2 million of other permanent differences. These items were partially offset by $1.1 million relating to operating in higher tax rate jurisdictions and $0.4 million related to capital loss on intercompany notes.

As of March 31, 2017, we have recorded a valuation allowance of $186.6 million. The amount is comprised primarily of provisions against Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

8. Equity compensation plans

Long‑term incentive plan (“LTIP”)

The following table summarizes the changes in outstanding LTIP notional units during the three months ended March 31, 2017:

		Grant Date
		Weighted-Average
	Units	Fair Value per Unit
Outstanding at December 31, 2016	2,101,118		2.08
Granted	1,817,463		2.38
Vested and redeemed	(869,419)		2.23
Forfeitures	(16,252)		2.32
Outstanding at March 31, 2017	3,032,910	$	2.22

Cash payments made for vested notional units for the three months ended March 31, 2017 and 2016 were $0.0 million and $0.1 million, respectively. Compensation expense for LTIP and Transition Equity Participation Agreement notional shares was $0.7 million for the three months ended March 31, 2017 and $0.2 million for the three months ended March 31, 2016, respectively.

19

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

Transition Equity Participation Agreement

We also have 539,904 transition notional shares outstanding at March 31, 2017 under the Transition Equity Participation Agreement with James J. Moore, Jr. Fifty percent of the transition notional shares granted with respect to fiscal year 2015 will vest upon the four-year anniversary of the date of grant and the remaining portion will vest on or any time after the two-year anniversary of the grant if the weighted average Canadian dollar closing price of our common shares on the TSX for at least three consecutive calendar months has exceeded the market price per common share determined as of January 22, 2015 (Cdn$3.18) by at least 50% (Cdn$4.77).

9. Basic and diluted loss per share

Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding during their respective period. Diluted loss per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

Because we reported a loss for the three months ended March 31, 2017 and 2016, respectively, diluted earnings per share are equal to basic earnings per share as the inclusion of potentially dilutive shares in the computation is anti-dilutive.

The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the three months ended March 31, 2017 and 2016:

	2017		2016
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(2.7)	$	(14.9)
Denominator:
Weighted average basic shares outstanding		114.8		121.9
Dilutive potential shares:
Convertible debentures		8.1		21.6
LTIP notional units		0.1		0.2
Potentially dilutive shares		123.0		143.7
Basic and diluted loss per share attributable to Atlantic Power Corporation	$	(0.02)	$	(0.12)

The dilutive effect of our convertible debentures is calculated using the “if-converted method.” Under the if-converted method, the debentures are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented. Interest expense, net of any income tax effects, would be added back to the numerator for purposes of the if-converted calculation. Potentially dilutive shares from convertible debentures of 8.1 million and 21.6 million have been excluded from fully diluted shares in the three months ended March 31, 2017 and 2016, respectively, because their impact would be anti-dilutive. 

20

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

10. Equity

The following table provides a reconciliation of the beginning and ending equity attributable to shareholders of Atlantic Power Corporation, preferred shares issued by a subsidiary company and total equity for the three months ended March 31, 2017 and 2016:

	Three months ended  March 31, 2017
	Total Atlantic		Preferred shares
	Power Corporation		issued by a subsidiary
	Shareholders’ Equity		company		Total Equity
Balance at January 1, 2017	$	64.6	$	221.3	$	285.9
Net (loss) income		(2.7)		2.1		(0.6)
Realized and unrealized gain on hedging activities, net of tax		0.1		—		0.1
Foreign currency translation adjustment		2.0		—		2.0
Defined benefit plan, net of tax		0.1		—		0.1
Stock-based compensation		0.4		—		0.4
Dividends declared on preferred shares of a subsidiary company		—		(2.1)		(2.1)
Balance at March 31, 2017	$	64.5	$	221.3	$	285.8

	Three months ended  March 31, 2016
	Total Atlantic		Preferred shares
	Power Corporation		issued by a subsidiary
	Shareholders’ Equity		company		Total Equity
Balance at January 1, 2016	$	213.9	$	221.3	$	435.2
Net (loss) income		(14.9)		2.0		(12.9)
Realized and unrealized loss on hedging activities, net of tax		(0.3)		—		(0.3)
Foreign currency translation adjustment		18.5		—		18.5
Common share repurchases		(0.9)		—		(0.9)
Stock-based compensation		0.6		—		0.6
Dividends declared on preferred shares of a subsidiary company		—		(2.0)		(2.0)
Balance at March 31, 2016	$	216.9	$	221.3	$	438.2

Stock Repurchase Program

In December 2015, our Board of Directors approved an NCIB for each series of our convertible unsecured subordinated debentures, our common shares and for each series of the preferred shares of Atlantic Power Preferred Equity Ltd (“APPEL”), our wholly-owned subsidiary. The Board authorization permitted the Company to repurchase stock through open market repurchases. The NCIB expired on December 28, 2016. Through March 31, 2016, we repurchased and cancelled 0.6 million common shares at a total cost of $0.9 million. For the year ended December 31, 2016, we repurchased a cumulative 8.0 million common shares at a total cost of $19.5 million. Repurchases and retirement of common shares are recorded to common shares on the consolidated balance sheets.

On December 29, 2016, we commenced a new NCIB that will expire on December 28, 2017 or such earlier date as the Company and/or APPEL complete their respective purchases pursuant to the NCIBs.  Under the new NCIB, we may purchase up to approximately 11.3 million common shares, or 10% of our public float. We did not repurchase any common shares in the three months ended March 31, 2017.

21

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

11. Segment and geographic information

We have four reportable segments: East U.S., West U.S., Canada and Un-Allocated Corporate. We analyze the performance of our operating segments based on Project Adjusted EBITDA, which is defined as project income (loss) plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. We use Project Adjusted EBITDA to provide comparative information about segment performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. Our equity investments in unconsolidated affiliates are presented as proportionately consolidated based on our ownership percentage in the reconciliation of Project Adjusted EBITDA to project income (loss).

A reconciliation of Project Adjusted EBITDA to net loss for the three months ended March 31, 2017 and 2016 is included in the table below:

							Un-Allocated
	East U.S.		West U.S.		Canada		Corporate		Consolidated
Three Months Ended March 31, 2017
Project revenues	$	36.1	$	23.4	$	38.7	$	0.2	$	98.4
Segment assets		628.3		304.9		292.9		215.4		1,441.5
Project Adjusted EBITDA	$	27.2	$	9.1	$	27.5	$	0.0	$	63.8
Change in fair value of derivative instruments		0.2		—		3.3		(2.3)		1.2
Depreciation and amortization		11.5		10.0		13.3		0.1		34.9
Interest, net		2.6		(0.2)		—		—		2.4
Project income (loss)		12.9		(0.7)		10.9		2.2		25.3
Administration		—		—		—		6.4		6.4
Interest expense, net		—		—		—		17.3		17.3
Foreign exchange loss		—		—		—		2.5		2.5
Income (loss) from continuing operations before income taxes		12.9		(0.7)		10.9		(24.0)		(0.9)
Income tax benefit		—		—		—		(0.3)		(0.3)
Net income (loss) from continuing operations	$	12.9	$	(0.7)	$	10.9	$	(23.7)	$	(0.6)

22

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

							Un-Allocated
	East U.S.		West U.S.		Canada		Corporate		Consolidated
Three Months Ended March 31, 2016
Project revenues	$	39.4	$	19.1	$	47.7	$	0.2	$	106.4
Segment assets		802.5		340.4		439.4		77.7		1,660.0
Project Adjusted EBITDA	$	30.3	$	7.5	$	24.8	$	(0.1)	$	62.5
Change in fair value of derivative instruments		0.7		—		(0.4)		0.9		1.2
Depreciation and amortization		11.0		9.9		8.8		0.2		29.9
Interest, net		2.5		—		—		—		2.5
Other project expense		—				—		0.2		0.2
Project income (loss)		16.1		(2.4)		16.4		(1.4)		28.7
Administration		—		—		—		6.1		6.1
Interest expense, net		—		—		—		16.6		16.6
Foreign exchange loss		—		—		—		19.8		19.8
Other income, net		—		—		—		(2.5)		(2.5)
Income (loss) from continuing operations before income taxes		16.1		(2.4)		16.4		(41.4)	$	(11.3)
Income tax expense		—		—		—		1.6		1.6
Net income (loss) from continuing operations	$	16.1	$	(2.4)	$	16.4	$	(43.0)	$	(12.9)

The table below provides information, by country, about our consolidated operations for each of the three months ended March 31, 2017 and 2016 and Property, Plant & Equipment as of March 31, 2017 and December 31, 2016, respectively. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Project Revenue Three Months Ended March 31,				Property, Plant and Equipment, net of accumulated depreciation
	2017		2016		March 31, 2017		December 31, 2016
United States	$	59.7	$	58.7	$	492.0	$	499.2
Canada		38.7		47.7		225.0		234.0
Total	$	98.4	$	106.4	$	717.0	$	733.2

Independent Electricity System Operator (“IESO”), Niagara Mohawk and BC Hydro provided 30.0%, 11.7% and 10.4%, respectively, of total consolidated revenues for the three months ended March 31, 2017. IESO, BC Hydro and Niagara Mohawk provided 38.1%, 14.2% and 9.9%, respectively, of total consolidated revenues for the three months ended March 31, 2016. IESO purchases electricity from the Calstock, Kapuskasing, Nipigon and North Bay projects in the Canada segment, San Diego Gas & Electric purchases electricity from the Naval Station, Naval Training Center, and North Island projects in the West U.S. segment, Niagara Mohawk purchases electricity from the Curtis Palmer project in the East U.S. segment, Georgia Power purchases electricity from the Piedmont project in the East U.S. segment and BC Hydro purchases electricity from the Mamquam, Moresby Lake, and Williams Lake projects in the Canada segment.

12. Guarantees and Contingencies

Guarantees

We and our subsidiaries enter into various contracts that include indemnification and guarantee provisions as a routine part of our business activities. Examples of these contracts include asset purchases and sale agreements, joint

23

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

venture agreements, operation and maintenance agreements, and other types of contractual agreements with vendors and other third parties, as well as affiliates. These contracts generally indemnify the counterparty for tax, environmental liability, litigation and other matters, as well as breaches of representations, warranties and covenants set forth in these agreements.

Contingencies

Ontario Electricity Financial Corporation (“OEFC”) Settlement

On January 19, 2017, the Supreme Court of Canada denied the Ontario Electricity Financial Corporation (“OEFC”) leave to appeal the Ontario Court of Appeal Decision concerning the interpretation of the price escalator for power sold to the OEFC under certain power purchase agreements with non-utility generators. We were not party to that litigation. We did, however, enter into a standstill agreement with the OEFC in April 2015, with respect to our North Bay, Kapuskasing and Tunis projects, arising out of our disagreement with the OEFC over the interpretation of the price escalator calculation in our PPAs. Under the standstill agreement we reserved our right to bring claims against the OEFC and suspended the running of any applicable limitation period to bring such claims.

On April 27, 2017, we entered into a settlement agreement with the OEFC with respect to our standstill agreement. Under the terms of the settlement, the OEFC has agreed to pay us approximately Cdn$36.1 million, representing the application of the price escalator calculation under the respective PPAs for power sold to the OEFC beginning in April 2013 and through December 31, 2017.

Of the Cdn$36.1 million amount agreed upon in settlement, the OEFC previously paid Cdn$8.4 million for our North Bay and Kapuskasing plants representing the application of the price escalator calculation under their respective PPAs for power sold to the OEFC in 2016, as well as Cdn$2.3 million representing the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing for the three months ended March 31, 2017. The total Cdn$10.7 million received through March 31, 2017 is recorded as deferred revenue on the consolidated balance sheets at March 31, 2017. This amount, as well as Cdn$20.3 million that was received in May 2017 pursuant to the settlement agreement, will be recorded as revenue in the three and six months ended June 30, 2017, the period when all contingencies have been resolved. The remaining Cdn$5.1 million of the settlement relates to the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing and will be recognized as revenue, when earned, through the expiration date of December 31, 2017.

From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending which are expected to have a material adverse impact on our financial position or results of operations or have been reserved for as of March 31, 2017.

24

ATLANTIC POWER CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions U.S. dollars, except per‑share amounts)

(Unaudited)

13. Subsequent events

Senior secured term loan facility repricing

On April 17, 2017, the repricing of the $615 million senior secured term loan and $200 million senior secured revolving credit facility became effective. As a result of the repricing, the interest rate margin on the term loan and revolver was reduced by 0.75% to LIBOR plus 4.25%. The LIBOR floor remains at 1.00% and the mandatory 1% annual amortization and cash sweep provisions of the term loan are unchanged. We will account for the repricing as a modification and record approximately $1.3 million of third-party costs as expense in the three months ended June 30, 2017.

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FORWARD‑LOOKING INFORMATION

Certain statements in this Quarterly Report on Form 10‑Q constitute “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward‑looking statements generally can be identified by the use of forward‑looking terminology such as “outlook,” “objective,” “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” “continue,” or similar expressions suggesting future outcomes or events. Examples of such statements in this Quarterly Report on Form 10‑Q include, but are not limited to, statements with respect to the following:

· our ability to generate sufficient cash flow to service our debt obligations or implement our business plan, including financing internal or external growth opportunities;

· the outcome or impact of our business strategy to increase our intrinsic value on a per-share basis through disciplined management of our balance sheet and cost structure and investment of our discretionary cash in a combination of organic and external growth projects, acquisitions, and repurchases of debt and equity securities;

· our ability to renew or enter into new PPAs on favorable terms or at all after the expiration of our current agreements;

· our ability to meet the financial covenants under our senior secured term loans and other indebtedness;

· expectations regarding maintenance and capital expenditures; and

· the impact of legislative, regulatory, competitive and technological changes.

Such forward‑looking statements reflect our current expectations regarding future events and operating performance and speak only as of the date of this Quarterly Report on Form 10‑Q. Such forward‑looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to the assumption that the projects will operate and perform in accordance with our expectations. Many of these risks and uncertainties can affect our actual results and could cause our actual results to differ materially from those expressed or implied in any forward‑looking statement made by us or on our behalf.

Forward‑looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not or the times at or by which such performance or results will be achieved. In addition, a number of factors could cause actual results to differ materially from the results discussed in the forward‑looking statements, including, but not limited to, the factors included in the filings Atlantic Power makes from time to time with the SEC and the risk factors described under “Item 1A. Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2016 and in this Quarterly Report on Form 10‑Q. To the extent any risk factors in our Annual Report on Form 10‑K for the year ended December 31, 2016 relate to the factual information disclosed elsewhere in this Quarterly Report on Form 10‑Q, including with respect to our business plan and any updates to our business strategy, such risk factors should be read in light of such information. Our business is both highly competitive and subject to various risks.

These risks include, without limitation:

· the expiration or termination of PPAs and our ability to renew or enter into new PPAs on favorable terms or at all;

· our ability to service our debt obligations or generate sufficient cash flow to pay preferred dividends;

· our ability to access liquidity for the ongoing operation of our business and the execution of our business plan or any potential options, which may involve one or more of the use of cash on hand, the issuance of additional corporate debt or equity securities and the incurrence of privately‑placed bank or institutional non‑recourse operating level debt;

26

· our indebtedness and financing arrangements and the terms, covenants and restrictions included in our senior secured term loans;

· exchange rate fluctuations;

· the impact of downgrades in our credit rating or the credit rating of our outstanding debt securities, and changes in our creditworthiness;

· unstable capital and credit markets;

· the dependence of our projects on their electricity and thermal energy customers;

· exposure of certain of our projects to fluctuations in the price of electricity or natural gas;

· the dependence of our projects on third‑party suppliers;

· projects not operating according to plan;

· the effects of weather, which affects demand for electricity and fuel as well as operating conditions;

· U.S., Canadian and/or global economic conditions and uncertainty;

· risks beyond our control, including but not limited to geopolitical crisis, acts of terrorism or related acts of war, natural disasters or other catastrophic events;

· the adequacy of our insurance coverage;

· the impact of significant energy, environmental and other regulations on our projects;

· the impact of impairment of goodwill or long‑lived assets;

· increased competition, including for acquisitions;

· our limited control over the operation of certain minority‑owned projects;

· transfer restrictions on our equity interests in certain projects;

· risks inherent in the use of derivative instruments;

· labor disruptions;

· the impact of hostile cyber intrusions;

· the impact of our failure to comply with the U.S. Foreign Corrupt Practices Act and/or Canadian Corruption of Foreign Public Officials Act; and

· our ability to retain, motivate and recruit executives and other key employees.

Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward‑looking information include third‑party projections of regional fuel and electric capacity and energy prices that are based on assumptions about future economic conditions and courses of action. Although the forward‑looking statements contained in this Quarterly Report on Form 10‑Q are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward‑looking statements, and the differences may be material. Certain statements included in this Quarterly Report on Form 10‑Q may be considered “financial outlook” for the purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this Quarterly Report on Form 10‑Q. These forward‑looking statements are made as of the date of

27

this Quarterly Report on Form 10‑Q and, except as expressly required by applicable law, we assume no obligation to update or revise them to reflect new events or circumstances.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of Atlantic Power should be read in conjunction with the interim consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10‑Q. All dollar amounts discussed below are in millions of U.S. dollars except per share amounts, or unless otherwise stated. The interim financial statements have been prepared in accordance with GAAP.

OVERVIEW

Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers largely under long‑term PPAs, which seek to minimize exposure to changes in commodity prices. As of March 31, 2017, our power generation projects had an aggregate gross electric generation capacity of approximately 2,138 MW in which our aggregate ownership interest is approximately 1,500 MW. Our current portfolio consists of interests in twenty-three power generation projects across nine states in the United States and two provinces in Canada. Nineteen of the projects are currently operational, totaling 1,975 MW on a gross capacity basis and 1,337 MW on a net ownership basis. The remaining four projects, all in Ontario, are not operational, three due to revised contractual arrangements with the offtaker and the other, Tunis, has a forward-starting 15-year contractual agreement that will commence between November 2017 and June 2019. Eighteen of our projects are majority‑owned.

We sell the majority of the capacity and energy from our power generation projects under PPAs to a variety of utilities and other parties. Under the PPAs, we receive payments for electric energy sold to our customers (known as energy payments), in addition to payments for electric generation capacity (known as capacity payments). Our PPAs have expiration dates ranging from December 31, 2017 to December 31, 2037. Nine of our projects, representing 25% of our net MW and 30% of our 2016 Project Adjusted EBITDA, have PPAs or other contractual arrangements that will expire within the next five years. These projects are Kapuskasing (2017), North Bay (2017), Williams Lake (2018), Kenilworth (2018), Naval Station (2019), Naval Training Center (2019), North Island (2019), Calstock (2020) and Oxnard (2020). There are no PPA expirations in 2021. When a PPA expires, it may be difficult for us to secure a new PPA, if at all, or the price received by the project for power under subsequent arrangements may be reduced significantly. Our MW-weighted average remaining PPA life is approximately 7 years. We also sell steam from a number of our projects to industrial purchasers under steam sales agreements. Sales of electricity are generally higher during the summer and winter months, when temperature extremes create demand for either summer cooling or winter heating.

The majority of our natural gas, coal and biomass power generation projects have long‑term fuel supply agreements, typically accompanied by fuel transportation arrangements. In most cases, the term of the fuel supply and transportation arrangements correspond to the term of the relevant PPAs and many of the PPAs and steam sales agreements provide for the indexing or pass‑through of fuel costs to our customers. In cases where there is no pass‑through of fuel costs, we often attempt to mitigate the market price risk of changing commodity costs through the use of hedging strategies.

We directly operate and maintain eighteen of our power generation projects. We also partner with recognized leaders in the independent power industry to operate and maintain our other projects. Under these operation, maintenance and management agreements, the operator is typically responsible for operations, maintenance and repair services.

RECENT DEVELOPMENTS

OEFC Settlement

On April 27, 2017, we entered into a settlement agreement with the OEFC relating to a standstill agreement we entered into with the OEFC in April 2015, with respect to our North Bay, Kapuskasing and Tunis projects, arising out of our disagreement with the OEFC over the interpretation of the price escalator calculation in our PPAs. As a result of the

28

settlement, the OEFC has agreed to pay us approximately Cdn$36.1 million, representing the application of the price escalator calculation under their respective PPAs for power sold to the OEFC beginning in April 2013 and through December 31, 2017.

Of the Cdn$36.1 million amount agreed upon in settlement, the OEFC previously paid Cdn$8.4 million for our North Bay and Kapuskasing plants representing the application of the price escalator calculation under their respective PPAs for power sold to the OEFC in 2016, as well as Cdn$2.3 million representing the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing for the three months ended March 31, 2017. The total Cdn$10.7 million received through March 31, 2017 is recorded as deferred revenue on the consolidated balance sheets at March 31, 2017. This amount, as well as Cdn$20.3 million that was received in May 2017 pursuant to the settlement agreement, will be recorded as revenue in the three and six months ended June 30, 2017, the period when all contingencies have been resolved. The remaining Cdn$5.1 of the settlement relates to the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing and will be recognized as revenue, when earned, through the expiration date of December 31, 2017.

Senior secured term loan facility repricing

On April 17, 2017, the repricing of the $615 million senior secured term loan and $200 million senior secured revolving credit facility became effective. As a result of the repricing, the interest rate margin on the term loan and revolver was reduced by 0.75% to LIBOR plus 4.25%. The LIBOR floor remains at 1.00% and the mandatory 1% annual amortization and cash sweep provisions of the term loan are unchanged.  

29

OUR POWER PROJECTS

The table below outlines our portfolio of power generating assets in operation as of May 2, 2017, including our interest in each facility. Management believes the portfolio is well diversified in terms of electricity and steam buyers, fuel type, regulatory jurisdictions and regional power pools, thereby partially mitigating exposure to market, regulatory or environmental conditions specific to any single region. Our customers are generally large utilities and other parties with investment‑grade credit ratings, as measured by Standard & Poor’s (“S&P”). For customers rated by Moody’s, we substitute the corresponding S&P rating in the table below. Customers that have assigned ratings at the top end of the range of investment‑grade have, in the opinion of the rating agency, the strongest capability for payment of debt or payment of claims, while customers at the lower end of the range of investment‑grade have weaker capacity. Agency ratings are subject to change, and there can be no assurance that a ratings agency will continue to rate the customers, and/or maintain their current ratings. A security rating may be subject to revision or withdrawal at any time by the rating agency, and each rating should be evaluated independently of any other rating. We cannot predict the effect that a change in the ratings of the customers will have on their liquidity or their ability to pay their debts or other obligations.

Power

Customer Credit

Project

Location

Type

MW

Economic Interest

Net MW

Primary Electric Purchasers

Contract Expiry

Rating (S&P)

East U.S. Segment

Orlando(1)

Florida

Natural Gas

129

50.00

%

65

Progress Energy Florida

December, 2023

A–

Piedmont

Georgia

Biomass

55

100.00

%

55

Georgia Power

December, 2032

A–

Morris

Illinois

Natural Gas

177

100.00

%

120

Merchant

N/A

NR

57

Equistar Chemicals, LP(2)

December, 2034

BBB+

Cadillac

Michigan

Biomass

40

100.00

%

40

Consumers Energy

December, 2028

BBB+

Chambers(1)

New Jersey

Coal

262

40.00

%

89

Atlantic City Electric(3)

March, 2024

BBB+

16

Chemours Co.

March, 2024

BB-

Kenilworth

New Jersey

Natural Gas

29

100.00

%

29

Merck & Co., Inc.

September, 2018

AA

Curtis Palmer(4)

New York

Hydro

60

100.00

%

60

Niagara Mohawk Power Corporation

December, 2027

A–

Selkirk(1)

New York

Natural Gas

345

17.70

%

61

Merchant

N/A

NR

West U.S. Segment

Naval Station

California

Natural Gas

47

100.00

%

47

San Diego Gas & Electric(5)

December, 2019

A

Naval Training Center

California

Natural Gas

25

100.00

%

25

San Diego Gas & Electric(5)

December, 2019

A

North Island

California

Natural Gas

40

100.00

%

40

San Diego Gas & Electric(5)

December, 2019

A

Oxnard

California

Natural Gas

49

100.00

%

49

Southern California Edison

May, 2020

BBB+

Manchief

Colorado

Natural Gas

300

100.00

%

300

Public Service Company of Colorado

April, 2022

A–

Frederickson(1)

Washington

Natural Gas

250

50.15

%

50

Benton Co. PUD

August, 2022

AA–

45

Grays Harbor PUD

August, 2022

A+

30

Franklin, Co. PUD

August, 2022

A+

Koma Kulshan(1)

Washington

Hydro

13

49.80

%

6

Puget Sound Energy

December, 2037

BBB

Canada Segment

Mamquam

British Columbia

Hydro

50

100.00

%

50

British Columbia Hydro and Power Authority

September, 2027

AAA

Moresby Lake

British Columbia

Hydro

6

100.00

%

6

British Columbia Hydro and Power Authority

August, 2022

AAA

Williams Lake

British Columbia

Biomass

66

100.00

%

66

British Columbia Hydro and Power Authority

March, 2018

AAA

Calstock

Ontario

Biomass

35

100.00

%

35

Ontario Electricity Financial Corporation

June, 2020

AA

Kapuskasing

Ontario

Natural Gas

40

100.00

%

40

Ontario Electricity Financial Corporation

December 2017 (6)

AA

Nipigon

Ontario

Natural Gas

40

100.00

%

40

Ontario Electricity Financial Corporation

December 2022 (7)

AA

North Bay

Ontario

Natural Gas

40

100.00

%

40

Ontario Electricity Financial Corporation

December 2017 (6)

AA

Tunis

Ontario

Natural Gas

40

100.00

%

40

Independent Electricity System Operator

(8)

AA

⁽¹⁾ Unconsolidated entities for which the results of operations are reflected in equity earnings of unconsolidated

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affiliates.

⁽²⁾ Represents the credit rating of LyondellBasell, the parent company of Equistar Chemicals, as Equistar is not rated.

⁽³⁾ The base PPA with Atlantic City Electric (“ACE”) makes up the majority of the revenue from the 89 Net MW. For sales of energy and capacity not purchased by ACE under the base PPA and sold to the spot market, profits are shared with ACE under a separate power sales agreement.

⁽⁴⁾ The Curtis Palmer PPA expires at the earlier of December 2027 or the provision of 10,000 GWh of generation. From January 6, 1995 through March 31, 2017, the facility has generated 7,055 GWh under its PPA. Based on cumulative generation to date, we expect the PPA to expire prior to December 2027.

⁽⁵⁾ Our land use license agreements with the U.S. Navy expire on February 8, 2018. Our PPAs with San Diego Gas & Electric expire on December 31, 2019. If we are unable to extend our land use license agreements through the end of our PPAs, we will not be able to operate these plants beyond February 8, 2018 and could be subject to potential liabilities under our PPAs. For a description of the status of these agreements and related renegotiations, see Item 1A. Risk Factors - The expiration or termination of our PPAs could have a material adverse impact on our business, results of operation and financial condition in our Annual Report on Form 10-K. 

⁽⁶⁾ In December 2016, we entered into agreements to terminate our PPAs originally scheduled to expire on December 31, 2017 one year ahead of their expiration dates. Additionally, we entered into enhanced dispatch contracts with the IESO, which provide a fixed monthly payment to the plants until December 31, 2017. The contracts have no delivery obligations and allow us to retain operating flexibility. Based on our assessment of the Ontario power market, including the estimated impact on plant economics, we do not expect to operate the plants during the term of the enhanced dispatch contracts or subsequent to their expiration.

⁽⁷⁾ In December 2016, we entered into an enhanced dispatch contract with IESO. The enhanced dispatch contract for Nipigon provides fixed monthly payments to that plant through October 31, 2018. During that period, the plant's PPA with the OEFC will be suspended. At the conclusion of that period, the arrangement will revert to the existing terms of the PPA, which is scheduled to expire in December 2022. We do not expect Nipigon to be operational through October 31, 2018.

⁽⁸⁾ In December 2014, we entered into an agreement with the Ontario Power Authority and its successor, the IESO for the future operations of the Tunis facility. Subject to meeting certain technical requirements, Tunis will operate under a 15-year agreement with the IESO commencing between November 2017 and June 2019. The new agreement provides the Tunis project with a fixed monthly payment which escalates annually according to a pre-defined formula while allowing it to earn additional energy revenues for those periods during which it operates.

Consolidated Overview and Results of Operations

Performance highlights

The following table provides a summary of our consolidated results of operations for the three months ended March 31, 2017 and 2016, which are analyzed in greater detail below:

	Three months ended
	March 31,
	2017		2016
Project revenue	$	98.4	$	106.4
Project income	$	25.3	$	28.7
Net loss attributable to Atlantic Power Corporation	$	(2.7)	$	(14.9)
Loss per share attributable to Atlantic Power Corporation—basic and diluted	$	(0.04)	$	(0.12)
Project Adjusted EBITDA(1)	$	63.8	$	62.5

⁽¹⁾ See reconciliation and definition in Supplementary Non‑GAAP Financial Information.

Revenue decreased by $8.0 million from $106.4 million in the three months ended March 31, 2016 to $98.4 million in the three months ended March 31, 2017. The primary driver of the decrease is as follows:

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· Enhanced dispatch contracts – under the enhanced dispatch contracts with the IESO, we suspended operations at our Kapuskasing, North Bay and Nipigon projects, which resulted in $1.9 million, $1.7 million and $2.3 million decreases in project revenue, respectively. Revenue recorded from the enhanced dispatch contracts is classified as other revenue on the consolidated statements of operations. Under the prior PPAs, revenue from these projects was recorded as energy and capacity revenue.

Consolidated project income decreased by $3.4 million from $28.7 million of project income in the three months ended March 31, 2016 to $25.3 million of project income in the three months ended March 31, 2017. The primary drivers of the decrease are as follows:

· Revenue – revenue decreased $8.0 million as discussed above; and

· Depreciation expense – depreciation expense increased $4.7 million from the comparable 2016 period primarily due to a $2.3 million and a $1.8 million increase at our Kapuskasing and North Bay projects, respectively, as a result of accelerating depreciation through the December 31, 2017 termination date of their enhanced dispatch contracts.  Prior to entering into the enhanced dispatch contracts, these projects were being depreciated through 2027, the estimated remaining useful lives determined on their acquisition date.

These decreases in project income were partially offset by an increase in project income resulting from:

· Fuel expense – fuel expense decreased $10.0 million from the comparable 2016 period primarily due to the expiration of fuel contracts at North Bay and Kapuskasing on December 31, 2016. Natural gas purchased under those expired contracts in the comparable 2016 period were at prices well above market prices. These projects are also not in operation under the terms on their enhanced dispatch contracts.

A detailed discussion of project income (loss) by segment is provided in Consolidated Overview and Results of Operations below. The discussion of Project Adjusted EBITDA by segment begins on page 38.

We have four reportable segments: East U.S., West U.S., Canada and Un‑Allocated Corporate. The segment classified as Un‑allocated Corporate includes activities that support the executive and administrative offices, capital structure, costs of being a public registrant, costs to develop future projects and intercompany eliminations. These costs are not allocated to the operating segments when determining segment profit or loss. Project income (loss) is the primary GAAP measure of our operating results and is discussed below by reportable segment.

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Three months ended March 31, 2017 compared to the three months ended March 31, 2016

The following table provides our consolidated results of operations:

	Three months ended  March 31,
	2017		2016		$ change		% change
Project revenue:
Energy sales	$	37.1	$	52.5	$	(15.4)	(29.3)	%
Energy capacity revenue		19.5		31.9		(12.4)	(38.9)	%
Other		41.8		22.0		19.8	90.0	%
		98.4		106.4		(8.0)	(7.5)	%
Project expenses:
Fuel		28.9		38.9		(10.0)	(25.7)	%
Operations and maintenance		20.4		21.2		(0.8)	(3.8)	%
Depreciation and amortization		29.5		24.8		4.7	19.0	%
		78.8		84.9		(6.1)	(7.2)	%
Project other expense:
Change in fair value of derivative instruments		(1.2)		(1.2)		—	NM
Equity in earnings of unconsolidated affiliates		9.0		10.7		(1.7)	(15.9)	%
Interest expense, net		(2.2)		(2.1)		(0.1)	NM
Other income, net		0.1		(0.2)		0.3	NM
		5.7		7.2		(1.5)	(20.8)	%
Project income		25.3		28.7		(3.4)	(11.8)	%
Administrative and other expenses:
Administration		6.4		6.1		0.3	NM
Interest expense, net		17.3		16.6		0.7	NM
Foreign exchange loss		2.5		19.8		(17.3)	(87.4)	%
Other income, net		—		(2.5)		2.5	NM
		26.2		40.0		(13.8)	(34.5)	%
Loss from operations before income taxes		(0.9)		(11.3)		10.4	(92.0)	%
Income tax (benefit) expense		(0.3)		1.6		(1.9)	NM
Net loss		(0.6)		(12.9)		12.3	NM
Net income attributable to Preferred share dividends of a subsidiary company		2.1		2.0		0.1	5.0	%
Net loss attributable to Atlantic Power Corporation	$	(2.7)	$	(14.9)	$	12.2	NM

	Three months ended  March 31, 2017
							Un-Allocated		Consolidated
	East U.S.		West U.S.		Canada		Corporate		Total
Project revenue:
Energy sales	$	21.8	$	8.5	$	6.8	$	—	$	37.1
Energy capacity revenue		10.1		6.7		2.7		—		19.5
Other		4.2		8.2		29.2		0.2		41.8
		36.1		23.4		38.7		0.2		98.4
Project expenses:
Fuel		12.6		11.6		4.7		—		28.9
Operations and maintenance		7.5		6.1		6.6		0.2		20.4
Depreciation and amortization		8.8		7.3		13.2		0.2		29.5
		28.9		25.0		24.5		0.4		78.8
Project other income (expense):
Change in fair value of derivative instruments		(0.2)		—		(3.3)		2.3		(1.2)
Equity in earnings of unconsolidated affiliates		8.1		0.9		—		—		9.0
Interest expense, net		(2.2)		—		—		—		(2.2)
Other expense, net		—		—		—		0.1		0.1
		5.7		0.9		(3.3)		2.4		5.7
Project income (loss)	$	12.9	$	(0.7)	$	10.9	$	2.2	$	25.3

33

	Three months ended  March 31, 2016
							Un-Allocated		Consolidated
	East U.S.		West U.S.		Canada		Corporate		Total
Project revenue:
Energy sales	$	22.4	$	6.5	$	23.6	$	—	$	52.5
Energy capacity revenue		11.8		6.6		13.5		—		31.9
Other		5.2		6.0		10.6		0.2		22.0
		39.4		19.1		47.7		0.2		106.4
Project expenses:
Fuel		13.8		8.1		17.0		—		38.9
Operations and maintenance		8.1		6.9		5.8		0.4		21.2
Depreciation and amortization		8.5		7.3		8.9		0.1		24.8
		30.4		22.3		31.7		0.5		84.9
Project other income (expense):
Change in fair value of derivative instruments		(0.7)		—		0.4		(0.9)		(1.2)
Equity in earnings of unconsolidated affiliates		9.9		0.8		—		—		10.7
Interest expense, net		(2.1)		—		—		—		(2.1)
Other expense, net		—		—		—		(0.2)		(0.2)
		7.1		0.8		0.4		(1.1)		7.2
Project income (loss)	$	16.1	$	(2.4)	$	16.4	$	(1.4)	$	28.7

East U.S.

Project income for the three months ended March 31, 2017 decreased $3.2 million from the comparable 2016 period primarily due to:

· decreased project income of $3.6 million at Morris primarily due to higher fuel prices and lower PJM capacity revenue. Morris also recorded $1.0 million of revenue in the comparative 2016 period related to our management of a construction project;

· decreased project income of $1.5 million at Orlando primarily due to a $3.7 million decrease in the change in fair value of derivatives, offset by lower fuel expense resulting from the settlement of favorable fuel swaps position; and

· decreased project income of $0.8 million at Chambers primarily due to lower energy and steam revenue from mild weather.

These decreases were partially offset by:

· increased project income of $3.1 million at Piedmont primarily due to a $2.7 million increase in the change in fair value of interest rate swap agreements.

West U.S.

Project loss for the three months ended March 31, 2017 decreased $1.7 million from the comparable 2016 period primarily due to:

· increased project income of $1.0 million at Naval Station primarily due to a maintenance outage in the comparable 2016 period.

Canada

Project income for the three months ended Mach 31, 2017 decreased $5.5 million from the comparable 2016 period primarily due to:

· decreased project income of $1.9 million at Mamquam primarily due to a maintenance outage in March

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2017; and

· decreased project income of $1.4 million at Calstock primarily due to lower waste heat revenue and higher fuel prices.

Un‑allocated Corporate

Total project income for the three months ended March 31, 2017 was $2.2 million compared to a total project loss of $1.4 million in the comparable 2016 period primarily due to a $3.2 million increase in the fair value of fuel swaps and gas purchase agreements accounted for as derivatives.

Administrative and other expenses (income)

Administrative and other expenses (income) include the income and expenses not attributable to any specific project and is allocated to the Un‑allocated Corporate segment. These costs include the activities that support the executive and administrative offices, treasury function, costs of being a public registrant, costs to develop or acquire future projects, interest costs on our corporate obligations, the impact of foreign exchange fluctuations and corporate taxes. Significant non‑cash items that impact Administrative and other expenses (income), and that are subject to potentially significant fluctuations include the non‑cash impact of foreign exchange fluctuations from period to period on the U.S. dollar equivalent of our Canadian dollar‑denominated obligations and the related deferred income tax expense (benefit) associated with these non‑cash items.

Administration

Administration expense did not change materially from the 2016 comparable period.

Interest expense, net

Interest expense increased $0.7 million from the comparable 2016 period primarily due to higher interest rates under the senior secured term loans entered into in April 2016, offset by the repurchase and cancellation of 6.25% and 5.60% convertible debentures in May 2016.

Foreign exchange loss

Foreign exchange loss for the three months ended March 31, 2017 decreased $17.3 million, or 87.4%, from the comparable 2016 period primarily due to $17.8 million decrease in unrealized gain in the revaluation of instruments denominated in Canadian dollars. The repurchase and cancellation of Cdn$152.1 million Canadian dollar-denominated convertible debentures was the most significant factor in the decrease. The closing U.S. dollar to Canadian dollar exchange rates were 1.33 and 1.30 at March 31, 2017 and 2016, respectively, a decrease of 0.9% as compared to a decrease of 6.2% in 2016. The average U.S. dollar to Canadian dollar exchange rates were 1.34 and 1.35 for the three months ended March 31, 2017 and 2016, respectively.

Other income, net

Other income, net increased $2.5 million primarily due to a gain recorded on the purchase and cancellation of convertible debentures in the comparable 2016 period.

Income tax expense

Income tax benefit for the three months ended March 31, 2017 was $0.3 million. Expected income tax benefit for the same period, based on the Canadian enacted statutory rate of 26%, was $0.2 million. The primary item increasing the tax rate for the three months ended March 31, 2017 was $0.7 million related to net increase to the Company’s valuation allowances in Canada due to an increase in tax assets. This was offset by $0.4 million relating to foreign

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exchange, $0.3 million relating to operating in higher tax rate jurisdictions and $0.1 million of other permanent differences.

Income tax expense for the three months ended March 31, 2016 was $1.6 million. Expected income tax benefit for the same period, based on the Canadian enacted statutory rate of 26%, was $3.0 million. The primary items increasing the tax rate for the three months ended March 31, 2016 were $2.8 million relating to a change in valuation allowance, $2.5 million related to foreign exchange, $0.6 million relating to dividend withholding and other taxes and $0.2 million of other permanent differences. These items were partially offset by $1.1 million relating to operating in higher tax rate jurisdictions and $0.4 million related to capital loss on intercompany notes.

Project Operating Performance

Two of the primary metrics we utilize to measure the operating performance of our projects are generation and availability. Generation measures the net output of our proportionate project ownership percentage in MW hours. Availability is calculated by dividing the total scheduled hours of a project less forced outage hours by the total hours in the period measured. The terms of our PPAs require our projects to maintain certain levels of availability. The majority of our projects were able to achieve their respective capacity payments. For projects where reduced availability adversely impacted capacity payments, the impact was not material for the three months ended March 31, 2017. The terms of our PPAs provide for certain levels of planned and unplanned outages. All references below are denominated in thousands of Net MWh.

	Generation
	Three months ended  March 31,
			% change
(in thousands of Net MWh)	2017	2016	2017 vs. 2016
Segment
East U.S.	596.3	664.1	(10.2)	%
West U.S.	350.6	342.6	2.3	%
Canada	211.7	543.8	(61.1)	%
Total	1,158.6	1,550.5	(25.3)	%

Three months ended March 31, 2017 compared with three months ended March 31, 2016

Aggregate power generation for the three months ended March 31, 2017 decreased 25.3% from the comparable 2016 period primarily due to:

· decreased generation in the Canada segment primarily due to a decrease of 268.2 net MWh on a combined basis at Kapuskasing, Nipigon and North Bay, primarily due to their suspended operation status under the enhanced dispatch contracts, and a 38.6 net MWh decrease in generation at Mamquam due to lower water flows in March 2017; and

· decreased generation in the East U.S. segment primarily due to a 33.2 net MWh decrease in generation at Morris due to lower merchant demand.

These decreases were partially offset by:

· increased generation in the West U.S. segment primarily due to a 10.3 net MWh increase in generation at Naval Station due to a maintenance outage in the comparable 2016 period.

	Availability
	Three months ended  March 31,
					% change
	2017		2016		2017 vs. 2016
Segment
East U.S.	98.8	%	99.0	%	(0.2)	%

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West U.S.	94.7	%	89.6	%	5.7	%
Canada	91.4	%	99.5	%	(8.1)	%
Weighted average	96.8	%	96.6	%	0.2	%

Three months ended March 31, 2017 compared with three months ended March 31, 2016

Aggregate power availability for the three months ended March 31, 2017 increased 0.2% from the comparable 2016 period primarily due to:

· increased availability in the West U.S. segment primarily due to a maintenance outage at Naval Station in the comparable 2016 period.

This increase was partially offset by:

· decreased availability in the Canada segment primarily due to a maintenance outage at Mamquam.

Supplementary Non‑GAAP Financial Information

The key measurement we use to evaluate the results of our business is Project Adjusted EBITDA. Project Adjusted EBITDA is defined as project income (loss) plus interest, taxes, depreciation and amortization (including non‑cash impairment charges) and changes in fair value of derivative instruments. Project Adjusted EBITDA is not a measure recognized under GAAP and does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other companies. We believe that Project Adjusted EBITDA is a useful measure of financial results at our projects because it excludes non-cash impairment charges, gains or losses on the sale of assets and non-cash mark-to-market adjustments, all of which can affect year-to-year comparisons.  Project Adjusted EBITDA is before corporate overhead expense. The most directly comparable GAAP measure to Project Adjusted EBITDA is Project income. A reconciliation of Net (loss) income to Project income and to Project Adjusted EBITDA is provided under “Project Adjusted EBITDA” below. Project Adjusted EBITDA for our equity investments in unconsolidated affiliates is presented on a proportionately consolidated basis in the table below.

Project Adjusted EBITDA

	March 31,				$ change
	2017		2016		2017 vs 2016
Net loss	$	(0.6)	$	(12.9)	$	12.3
Income tax (benefit) expense		(0.3)		1.6		(1.9)
Loss from operations before income taxes		(0.9)		(11.3)		10.4
Administration		6.4		6.1		0.3
Interest expense, net		17.3		16.6		0.7
Foreign exchange loss		2.5		19.8		(17.3)
Other income, net		—		(2.5)		2.5
Project income	$	25.3	$	28.7	$	(3.4)
Reconciliation to Project Adjusted EBITDA
Depreciation and amortization		34.9		29.9		5.0
Interest expense, net		2.4		2.5		(0.1)
Change in the fair value of derivative instruments		1.2		1.2		—
Other expense		—		0.2		(0.2)
Project Adjusted EBITDA	$	63.8	$	62.5	$	1.3
Project Adjusted EBITDA by segment
East U.S.		27.2		30.3		(3.1)
West U.S.		9.1		7.5		1.6
Canada		27.5		24.8		2.7
Un-Allocated Corporate		0.0		(0.1)		0.1
Total		63.8		62.5		1.3

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East U.S.

The following table summarizes Project Adjusted EBITDA for our East U.S. segment for the periods indicated:

	Three months ended  March 31,
					% change
	2017		2016		2017 vs. 2016
East U.S.
Project Adjusted EBITDA	$	27.2	$	30.3	(10)	%

Three months ended March 31, 2017 compared with three months ended March 31, 2016

Project Adjusted EBITDA for the three months ended March 31, 2017 decreased $3.1 million from the comparable 2016 period primarily due to decreased Project Adjusted EBITDA of:

· $4.6 million at Morris primarily due to higher fuel prices and lower PJM capacity revenue. Morris also recorded $1.0 million of revenue in the comparative 2016 period related to our management of a construction project.

This decrease was partially offset by an increase in Project Adjusted EBITDA of:

· $2.1 million at Orlando due to lower fuel expenses resulting from the settlement of favorable fuel swaps.

West U.S.

The following table summarizes Project Adjusted EBITDA for our West U.S. segment for the periods indicated:

	Three months ended  March 31,
					% change
	2017		2016		2017 vs 2016
West U.S.
Project Adjusted EBITDA	$	9.1	$	7.5	21	%

Three months ended March 31, 2017 compared with three months ended March 31, 2016

Project Adjusted EBITDA for the three months ended March 31, 2017 increased $1.6 million from the comparable 2016 period primarily due to increased Project Adjusted EBITDA of:

· $1.0 million at Naval Station primarily due to a maintenance outage in the comparable 2016 period.

Canada

The following table summarizes Project Adjusted EBITDA for our Canada segment for the periods indicated:

	Three months ended  March 31,
					% change
	2017		2016		2017 vs. 2016
Canada
Project Adjusted EBITDA	$	27.5	$	24.8	11	%

Three months ended March 31, 2017 compared with three months ended March 31, 2016

Project Adjusted EBITDA for the three months ended March 31, 2017 increased $2.7 million from the comparable 2016 period primarily due to increases in Project Adjusted EBITDA of:

· $3.7 million and $3.1 million at Kapuskasing and North Bay, respectively, primarily due to the terms of the enhanced dispatch contracts and the expiration of unfavorable fuel purchase agreements on December 31, 2016.

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These increases were partially offset by decreases in Project Adjusted EBITDA of:

· $1.8 million at Mamquam primarily due to lower water flows; and

· $1.4 million at Calstock primarily due to lower waste heat revenue and expiration of a rate adder in April 2016.

Un‑allocated Corporate

The following table summarizes Project Adjusted EBITDA for our Un‑allocated Corporate segment for the periods indicated:

	Three months ended  March 31,
					% change
	2017		2016		2017 vs. 2016
Un-allocated Corporate
Project Adjusted EBITDA	$	0.0	$	(0.1)	(100)	%

Three months ended March 31, 2017 compared with three months ended March 31, 2016

Project Adjusted EBITDA for the three months ended March 31, 2017 did not change materially from the comparable 2016 period.

Liquidity and Capital Resources

	March 31,		December 31,
	2017		2016
Cash and cash equivalents	$	91.5	$	85.6
Restricted cash		10.0		13.3
Total		101.5		98.9
Revolving credit facility availability		122.5		118.5
Total liquidity	$	224.0	$	217.4

Overview

Our primary sources of liquidity are distributions from our projects and availability under our revolving credit facility. Our future liquidity depends in part on our ability to successfully enter into new PPAs at projects when PPAs expire or terminate. PPAs in our portfolio have expiration dates ranging from December 31, 2017 (at our North Bay and Kapuskasing projects) to December 2037. We are currently in negotiations with counterparties regarding the renewal or entry into new power purchase agreements or we may elect to operate certain facilities in the merchant market upon expiration of their PPAs. When a PPA expires or is terminated, it may be difficult for us to secure a new PPA, if at all, or the price received by the project for power under subsequent arrangements may be reduced significantly. As a result, this may reduce the cash received from project distributions and the cash available for further debt reduction, identification of and investment in accretive growth opportunities (both internal and external), to the extent available, repurchase of common shares and other allocation of available cash. See “Risk Factors—Risks Related to Our Structure—We may not generate sufficient cash flow to service our debt obligations or implement our business plan, including financing external growth opportunities or fund our operations” in our Annual Report on Form 10‑K for the year ended December 31, 2016.

We expect to reinvest approximately $50.6 million in our portfolio, including equity method investments, in the form of project capital expenditures and maintenance expenses in 2017, of which $6.7 million has been incurred through March 31, 2017. Such investments are generally paid at the project level. See “—Capital and Major Maintenance Expenditures” in our Annual Report on Form 10‑K for the year ended December 31, 2016. We do not expect any other material or unusual requirements for cash outflows for 2017 for capital expenditures or other required investments. We believe that we will be able to generate sufficient amounts of cash and cash equivalents to maintain our operations and meet obligations as they become due for at least the next 12 months.

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Consolidated Cash Flow Discussion

The following table reflects the changes in cash flows for the periods indicated:

	Three months ended
	March 31,
	2017		2016		Change
Net cash provided by operating activities	$	34.1	$	29.4	$	4.7
Net cash provided by investing activities		1.3		9.2		(7.9)
Net cash used in financing activities		(29.5)		(46.7)		17.2

Operating Activities

Cash flow from our projects may vary from period to period based on working capital requirements and the operating performance of the projects, as well as changes in prices under the PPAs, fuel supply and transportation agreements, steam sales agreements and other project contracts, and the transition to merchant or re‑contracted pricing following the expiration of PPAs. Project cash flows may have some seasonality and the pattern and frequency of distributions to us from the projects during the year can also vary, although such seasonal variances do not typically have a material impact on our business.

For the three months ended March 31, 2017, the net increase in cash flows from operating activities of $4.7 million was primarily the result of the following:

· Increase in deferred revenue – deferred revenue increased $7.9 million primarily due to cash payments received from the OEFC relating to the price escalator calculation under the respective PPAs for power sold to the OEFC in 2016, as well as the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing for the three months ended March 31, 2017; and

· Impact of enhanced dispatch contracts and lower fuel costs in Ontario – we recorded $6.6 million of higher gross margin at North Bay, Kapuskasing and Nipigon as a result of the enhanced dispatch contracts and the expiration of unfavorable gas purchase agreements at North Bay and Kapuskasing.

These increases were partially offset by a decrease in net cash provided by operating activities primarily resulting from the following:

· Morris – a $4.6 million impact resulting from higher fuel prices, lower capacity prices in PJM and $1.0 million of revenue recorded in the comparative 2016 period related to our management of a construction project;

· Interest payments – we made $2.9 million of higherinterest payments in the three months ended March 31, 2017 than the comparable 2016 period due to higher outstanding balances under the senior secured term loan facility and higher interest rates; and

· Hydrological conditions – lower water flows at our Mamquam project had a $1.8 million impact on cash flows from operations.

Investing Activities

For the three months ended March 31, 2017, the net decrease in cash flows provided by investing activities of $7.9 million was primarily the result of the following:

· Reimbursement of construction cost – we received a reimbursement of $4.7 million for the construction project at Morris in the comparable 2016 period;

· Restricted cash – the change in restricted cash decreased $1.9 million from the comparable 2016 period, primarily due to lower restricted cash requirements from decreased outstanding debt balances;

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· Purchase of property, plant and equipment – we made investments of $1.4 million of capitalized plant additions, primarily at Morris, in the three months ended March 31, 2017 as compared to $0.7 million in the comparable 2016 period.

Financing Activities

For the three months ended March 31, 2017, the net decrease in cash flows used in financing activities of $17.2 million was primarily the result of the following:

· Convertible debenture repayments –  we redeemed and cancelled $16.3 million of our convertible debentures in the comparable 2016 period; and

· Common share repurchases – we purchased and cancelled 0.6 million common shares at a cost of $0.9 million in the comparable 2016 period.

Corporate Debt

The following table summarizes the maturities of our corporate debt at March 31, 2017:

							Remaining
	Maturity	Interest					Principal
	Date	Rates					Repayments		2017		2018		2019		2020		2021		Thereafter
Senior secured term loan facility(1)	April 2023	6.00	%	-	6.12	%  (2)	$	614.9	$	75.0	$	90.0	$	65.0	$	105.0	$	80.0	$	199.9
Atlantic Power Income LP Note	June 2036	5.95	%					157.9		—		—		—		—		—		157.9
Convertible Debenture	June 2019	5.75	%					42.5		—		—		42.5		—		—		—
Convertible Debenture	December 2019	6.00	%					60.9		—		—		60.9		—		—		—
Total Corporate Debt							$	876.2	$	75.0	$	90.0	$	168.4	$	105.0	$	80.0	$	357.8

⁽¹⁾ The senior secured term loans contain a mandatory amortization feature determined by using the greater of (i) 50% of the cash flow of APLP Holdings Limited Partnership (“APLP Holdings”) and its subsidiaries that remains after the application of funds, in accordance with a customary priority, to operations and maintenance expenses of APLP Holdings and its subsidiaries, debt service on the senior secured credit facilities and the Medium Term Notes, letters of credit costs to meet the requirements of the debt service reserve account, debt service on other permitted debt of APLP Holdings and its subsidiaries, capital expenditures permitted under the Credit Agreement, and payment on the preferred equity issued by Atlantic Power Preferred Equity Ltd., a subsidiary of APLP Holdings or (ii) such other amount up to 100% of the cash flow described in clause (i) above that is required to reduce the aggregate principal amount of senior secured term loans outstanding to achieve a target principal amount that declines quarterly based on a pre-determined specified schedule. Note that failing to meet the mandatory amortization requirements is not an event of default, but could result in APLP Holdings being unable to make distributions to Atlantic Power Corporation and Atlantic Power Preferred Equity Limited being unable to pay dividends to its shareholders. The amortization profile in the table above is based on principal payments according to the targeted principal amount described in (ii) above.

⁽²⁾ In April 2017, the interest rate of the senior secured term loans was amended to LIBOR plus an applicable margin of 4.25%.

Project‑Level Debt

Project‑level debt of our consolidated projects is secured by the respective project and its contracts with no other recourse to us. Project‑level debt generally amortizes during the term of the respective revenue‑generating contracts of the projects. The following table summarizes the maturities of project‑level debt. The amounts represent our share of the non‑recourse project‑level debt balances at March 31, 2017. Certain of the projects have more than one tranche of debt outstanding with different maturities, different interest rates and/or debt containing variable interest rates. Project‑level debt agreements contain covenants that restrict the amount of cash distributed by the project if certain debt service coverage ratios are not attained. At May 2, 2017, all of our projects with the exception of Piedmont were in compliance with the covenants contained in project‑level debt. Projects that do not meet their debt service coverage ratios are limited from making distributions, but are not callable or subject to acceleration under the terms of their debt agreements. We do not expect our Piedmont project to meet its debt service coverage ratio covenants or to make

41

distributions before the project’s debt maturity in 2018 at the earliest. See Note 6 to the consolidated financial statements of this Quarterly Report on Form 10-Q, Long‑term debt—Non‑Recourse Debt.

The range of interest rates presented represents the rates in effect at March 31, 2017. The amounts listed below are in millions of U.S. dollars, except as otherwise stated.

							Total
							Remaining
	Maturity	Range of					Principal
	Date	Interest Rates					Repayments		2017		2018		2019		2020		2021		Thereafter
Consolidated Projects:
Epsilon Power Partners	January 2019	4.20	%				$	11.9	$	4.7	$	6.5	$	0.7	$	—	$	—	$	—
Piedmont	August 2018	8.22	%					56.6		2.5		54.1		—		—		—		—
Cadillac	August 2025	6.10	%					26.3		2.3		3.0		3.1		3.1		2.7		12.1
Total Consolidated Projects								94.8		9.5		63.6		3.8		3.1		2.7		12.1
Equity Method Projects:
Chambers(1)	December 2019 and 2023	4.50	%	-	5.00	%		42.9		—		—		5.2		7.8		8.8		21.1
Total Equity Method Projects								42.9		—		—		5.2		7.8		8.8		21.1
Total Project-Level Debt							$	137.7	$	9.5	$	63.6	$	9.0	$	10.9	$	11.5	$	33.2

⁽¹⁾ In June 2014, Chambers refinanced its project debt and issued (i) Series A (tax-exempt) Bonds due December 2023, of which our proportionate share is $41.3 million and (ii) Series B (taxable) Bonds due December 2019, of which our proportionate share is $1.6 million. The above table does not include our $4.2 million proportionate share of issuance premiums.

Uses of Liquidity

Our requirements for liquidity and capital resources, other than operating our projects, consist primarily of principal and interest on our outstanding convertible debentures, senior secured term loans, Medium Term Notes and other corporate and project-level debt, funding the repurchase of shares of our common stock, our convertible debentures, our preferred shares (to the extent we choose to pursue any such repurchases), collateral and investment in our projects through capital expenditures, including major maintenance and business development costs and dividend payments to preferred shareholders of a subsidiary company.

Capital and Maintenance Expenditures

Capital expenditures and maintenance expenses for the projects are generally paid at the project level using project cash flows and project reserves. Therefore, the distributions that we receive from the projects are made net of capital expenditures needed at the projects. The operating projects which we own consist of large capital assets that have established commercial operations. On‑going capital expenditures for assets of this nature are generally not significant because most expenditures relate to planned repairs and maintenance and are expensed when incurred.

We expect to reinvest approximately $5.6 million in 2017 (of which $1.4 million was reinvested in the three months ended March 31, 2017) in our portfolio in the form of project capital expenditures and incur $45.0 million of maintenance expenses (of which $5.3 million was incurred in the three months ended March 31, 2017). Such investments are generally paid at the project level. See “—Capital and Major Maintenance Expenditures” in our Annual Report on Form 10‑K for the year ended December 31, 2016. We do not expect any other material or unusual requirements for cash outflows for 2017 for capital expenditures or other required investments. We believe that we will be able to generate sufficient amounts of cash and cash equivalents to maintain our operations and meet obligations as they become due for at least the next 12 months.

We believe one of the benefits of our diverse fleet is that plant overhauls and other expenditures do not occur in the same year for each facility. Recognized industry guidelines and original equipment manufacturer recommendations provide a source of data to assess maintenance needs. In addition, we utilize predictive and risk‑based analysis to refine our expectations, prioritize our spending and balance the funding requirements necessary for these expenditures over time. Future capital expenditures and maintenance expenses may exceed the projected level in 2017 as a result of the timing of more infrequent events such as steam turbine overhauls and/or gas turbine and hydroelectric turbine upgrades.

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Recently Adopted and Recently Issued Accounting Guidance

See Note 1 to the consolidated financial statements in this Quarterly Report on Form 10‑Q.

Off‑Balance Sheet Arrangements

As of March 31, 2017, we had no off‑balance sheet arrangements as defined in Item 303(a)(4) of Regulation S‑K.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to financial market risk results primarily from fluctuations in interest and currency rates and fuel and electricity prices. There have been no material changes to our market risks as disclosed in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2016.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the three months ended March 31, 2017, that have materially affected, or are reasonably likely to  materially  affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control over Financial Reporting

Because of their inherent limitations, our disclosure controls and procedures and our internal control over financial reporting may not prevent material errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to risks, including that the control may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate.

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ITEM 1A.  RISK FACTORS

There were no material changes to the risk factors disclosed in “Item 1A. Risk Factors” of our Annual Report on Form 10‑K for the year ended December 31, 2016 except to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10‑Q relates to such risk factors (including, without limitation, the matters discussed in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”). To the extent any risk factors in our Annual Report on Form 10‑K for the year ended December 31, 2016 relate to the factual information disclosed elsewhere in this Quarterly Report on Form 10‑Q, including with respect to our business plan and any updated to our business strategy, such risk factors should be read in light of such information.

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ITEM 6.  EXHIBITS

EXHIBIT INDEX

Exhibit No.	Description
10.39*	Amendment dated April 17, 2017 to the Credit and Guaranty Agreement, dated as of April 13, 2016, among APLP Holdings Limited Partnership, as Borrower, Atlantic Power Corporation, as guarantor, Certain Subsidiaries of APLP Holdings Limited Partnership, as Guarantors, Various Lenders, Goldman Sachs Bank USA and Bank of America, N.A., as L/C Issuers, Goldman Sachs Lending Partners LLC and Bank of America, N.A., as Joint Syndication Agents, Goldman Sachs Lending Partners LLC as Administrative Agent and Collateral Agent, and Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Wells Fargo Securities, LLC, and Industrial and Commercial Bank of China, in their respective capacities as Joint Lead Arrangers and Joint Bookrunners.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a‑14(a) or Rule 15d‑14(a) of the Securities Exchange Act of 1934
32.1**	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
32.2**	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

*Filed herewith.

**Furnished herewith.

45

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 4, 2017	Atlantic Power Corporation
	By:	/s/ Terrence Ronan
		Name:	Terrence Ronan
		Title:	Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

46

EX-10.39

Exhibit 10.39

Execution Version

FIRST AMENDMENT
TO CREDIT AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is dated as of April 17, 2017 and is entered into by and among APLP HOLDINGS LIMITED PARTNERSHIP, a limited partnership formed under the laws of the Province of Ontario, Canada (the “Borrower”), by its general partner, ATLANTIC POWER GP II INC., a corporation organized under the laws of the Province of British Columbia, Canada (in such capacity, the “General Partner”), ATLANTIC POWER CORPORATION, a corporation organized under the laws of the Province of British Columbia, Canada (the “Sponsor”), GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as Administrative Agent (“Administrative Agent”), acting with the consent of the Requisite Lenders and, for purposes of Section VIII hereof, the GUARANTORS listed on the signature pages hereto, and is made with reference to that certain CREDIT AND GUARANTY AGREEMENT dated as of April 13, 2016 (as amended through the date hereof, the “Credit Agreement”) by and among the Borrower, by its General Partner, the Sponsor and the subsidiaries of the Borrower named therein, as Guarantors, the Lenders and L/C Issuers party thereto from time to time, the Administrative Agent and the Collateral Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this Amendment.

RECITALS

WHEREAS, the Credit Parties have requested that the Requisite Lenders agree to amend certain provisions of the Credit Agreement as provided for herein;

WHEREAS, subject to the conditions set forth herein, each Lender that has delivered their counterpart signature of this Amendment to the Administrative Agent in accordance with instructions given to the Lenders for delivery of such signatures hereby agrees to such amendment relating to the Credit Agreement as hereinafter set forth;

WHEREAS, each Term Loan Lender under the Credit Agreement immediately prior to the First Amendment Effective Date (collectively, the “Existing Term Loan Lenders”) that executes and delivers a consent to this Amendment in the form of the “Term Loan Lender Consent” attached hereto as Annex I (a “Term Loan Lender Consent”) and selects Option A thereunder (the “Continuing Term Loan Lenders”) hereby agrees to the terms and conditions of this Amendment;

WHEREAS, each Existing Term Loan Lender that executes and delivers a Term Loan Lender Consent and selects Option B thereunder (the “Cash Roll Term Loan Lenders” and, together with the Continuing Term Loan Lenders, the “Consenting Term Loan Lenders”) hereby agrees to the terms and conditions of this Amendment and agrees that it shall execute, or shall be deemed to have executed, a counterpart of the Master Assignment and Assumption Agreement substantially in the form attached hereto as Annex III (a “Master Assignment”) and shall in accordance therewith sell all of its existing Term Loans as specified in the applicable Master Assignment and commits to repurchase a like amount of the repriced Term Loans via assignment post-closing, as further set forth in this Amendment;

WHEREAS, each Existing Term Loan Lender that fails to execute and return a Term Loan Lender Consent by 4:00 p.m. (New York City time), on April 4, 2017 (the “Consent Deadline”) (each, a “Non-Consenting Term Loan Lender”) shall, in accordance with Section 2.24 of the Credit Agreement, assign and delegate, without recourse (in accordance with Section 10.6 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Credit Documents in respect of its existing Term Loans to an assignee that shall assume such obligations as specified in the applicable Master Assignment and Assumption Agreement substantially in the form attached hereto as Annex III (a “Master Assignment”), as further set forth in this Amendment;

WHEREAS, each Revolving Lender holding Revolving Loans immediately prior to the First Amendment Effective Date (the “Existing Revolving Loans”) or unused Revolving Commitments immediately prior to the First Amendment Effective Date (the “Existing Revolving Commitments” and, such Revolving Lenders holding such Existing Revolving Loans or Existing Revolving Commitments, the “Existing Revolving Lenders” and, together with the Existing Term Loan Lenders, the “Existing Lenders”) that executes and delivers a consent to this Amendment in the form of the “Revolving Lender Consent” attached hereto as Annex II (a “Revolving Lender Consent”, and the Revolving Lender Consents together with the Term Loan Lender Consents, the “Lender Consents”) (collectively, the “Consenting Revolving Lenders” and, together with the Consenting Term Loan Lenders, the “Consenting Lenders”) will, by the fact of such execution and delivery, be deemed to have consented to the terms of this Amendment;

WHEREAS, each Existing Revolving Lender that fails to execute and return a Revolving Lender Consent by the Consent Deadline (each, a “Non-Consenting Revolving Lender”) shall, in accordance with Section 2.24 of the Credit Agreement, assign and delegate, without recourse (in accordance with Section 10.6 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Credit Documents in respect of its Existing Revolving Loans and Existing Revolving Commitments to an assignee that shall assume such obligations as specified in the applicable Master Assignment, as further set forth in this Amendment; and

WHEREAS, each Credit Party party hereto (collectively, the “Reaffirming Parties”, and each, a “Reaffirming Party”) expects to realize substantial direct and indirect benefits as a result of this Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations pursuant to the Credit Agreement, the Collateral Documents, and the other Credit Documents to which it is a party.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION I.       AMENDMENTS TO CREDIT AGREEMENT.

1.1         Amendments to Section 1: Definitions.

A.      Section 1.1 of the Credit Agreement is hereby amended by adding the

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following definitions in proper alphabetical sequence:

“First Amendment” means that certain First Amendment Agreement to Credit and Guaranty Agreement dated as of April 17, 2017 among the Borrower, by its General Partner, the Administrative Agent, the Lenders and the Guarantors listed on the signature pages thereto.

“First Amendment Effective Date” means the date of satisfaction of the conditions referred to in Section III of the First Amendment.

B.      Section 1.1 of the Credit Agreement is hereby amended by amending and restating the definition of “Applicable Margin” as follows:

“Applicable Margin” means (a) prior to the First Amendment Effective Date, (1) with respect to Revolving Loans that are Eurodollar Rate Loans and Letter of Credit Fees, 5.00% per annum and with respect to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, 4.00% per annum and (2) with respect to Term Loans that are Eurodollar Rate Loans, 5.00% per annum and with respect to Term Loans that are Base Rate Loans, 4.00% per annum, and (b) from and after the First Amendment Effective Date, (1) with respect to Revolving Loans that are Eurodollar Rate Loans and Letter of Credit Fees, 4.25% per annum and with respect to Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, 3.25% per annum and (2) with respect to Term Loans that are Eurodollar Rate Loans, 4.25% per annum and with respect to Term Loans that are Base Rate Loans, 3.25% per annum.

1.2         Amendments to Section 2.14.

Section 2.14(c) of the Credit Agreement is hereby amended by replacing the phrase “the first anniversary of the Funding Date” therein with the phrase “the date that is six (6) months after the First Amendment Effective Date (provided that the reduction in the interest rate as implemented by the First Amendment shall not be considered a Repricing Transaction)” in each of such places it appears in such Section.

SECTION II.      CONTINUATION OF EXISTING LOANS; NON-CONSENTING LENDERS; OTHER TERMS AND AGREEMENTS.

2.1         Continuing 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.

2.2         Cash Roll Term Loan Lenders. Each Existing Term Loan Lender hereto selecting Option B on the Term Loan Lender Consent hereby consents and agrees (subject to the effectiveness of the assignment referred to in the following clause (ii)) to (i) this Amendment, (ii) sell the entire principal amount of its existing Term Loans via an assignment on the First Amendment Effective Date pursuant to a Master Assignment and (iii) commit to repurchase a like amount of the repriced Term Loans via an assignment after the First Amendment Effective

3

Date. By executing a Term Loan Lender Consent and selecting Option B, each Cash Roll Term Loan Lender shall be deemed to have executed a counterpart to the applicable Master Assignment to give effect, solely upon the consent and acceptance by the Replacement Lender, to the assignment described in clause (ii) of the immediately preceding sentence.

2.3         Non-Consenting Term Loan Lenders. The Borrower hereby gives notice to each Non-Consenting Term Loan Lender that, upon receipt of Lender Consents from the Existing Lenders constituting the Requisite Lenders and Lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loans immediately prior to the First Amendment Effective Date, if such Non-Consenting Term Loan Lender has not executed and delivered a Term Loan Lender Consent on or prior to the Consent Deadline, such Non- Consenting Term Loan Lender shall, pursuant to Section 2.24 of the Credit Agreement, execute within one (1) Business Day after the First Amendment Effective Date or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell its Existing Terms Loans as specified in the Master Assignment. Pursuant to the Master Assignment, each Non-Consenting Term Loan Lender shall sell and assign the principal amount of its Existing Term Loans as set forth in Schedule I to the Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the First Amendment Effective Date, to Goldman Sachs, as assignee (in such capacity the “Replacement Lender”) under such Master Assignment, solely upon the consent and acceptance by the Replacement Lender. The Replacement Lender shall be deemed to have consented to this Amendment with respect to such purchased Term Loans at the time of such assignment.

2.4         Non-Consenting Revolving Lenders. The Borrower hereby gives notice to each Non-Consenting Revolving Lender that, upon receipt of Lender Consents from the Existing Lenders constituting the Requisite Lenders and Lenders holding more than 50% of the aggregate amount of the Revolving Commitments immediately prior to the First Amendment Effective Date, if such Non-Consenting Revolving Lender has not executed and delivered a Revolving Lender Consent on or prior to the Consent Deadline, such Non-Consenting Revolving Lender shall, pursuant to Section 2.24 of the Credit Agreement, execute within one (1) Business Day after the First Amendment Effective Date or be deemed to have executed a counterpart of the applicable Master Assignment and shall in accordance therewith sell its Existing Revolving Loans and Existing Revolving Commitments as specified in the Master Assignment. Pursuant to the Master Assignment, each Non-Consenting Revolving Lender shall sell and assign the principal amount of its Existing Revolving Loans and Existing Revolving Commitments as set forth in Schedule I to the Master Assignment, as such Schedule is completed by the Administrative Agent on or prior to the First Amendment Effective Date, to the Replacement Lender under such Master Assignment, solely upon the consent and acceptance by the Replacement Lender. The Replacement Lender shall be deemed to have consented to this Amendment with respect to such purchased Revolving Loans and Revolving Commitments at the time of such assignment.

SECTION III.      CONDITIONS TO EFFECTIVENESS.

This Amendment shall become effective as of the date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”):

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A.         Execution. Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) each of the Credit Parties and the General Partner and (ii) the Lenders under the Credit Agreement consisting of at least the Requisite Lenders.

B.         Fees; Interest.

(a)The Administrative Agent shall have received (i) all fees, costs, expenses and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or any other Credit Document and (ii) for the account of each Lender, all interest accrued but unpaid on all existing Loans through the First Amendment Effective Date.

(b)The Arrangers, as Repricing Arrangers (as defined below), shall have each received all fees due and payable under that certain engagement letter, dated as of April 17, 2017, by and among the Sponsor and the Arrangers (the “First Amendment Engagement Letter”), and the fee letters between the Sponsor and each Arranger, dated as of April 17, 2017, respectively.

C.         Legal Opinions. The Administrative Agent shall have received a favorable opinion of (a) Chadbourne & Parke LLP, New York, Delaware and California special counsel to the Credit Parties and (b) Goodmans LLP, Burnet, Duckworth & Palmer LLP and MacPherson Leslie & Tyerman LLP, local Canadian counsel to the Credit Parties, in each case in form and substance satisfactory to the Administrative Agent.

D.         First Amendment Effective Date Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower as to the matters set forth in paragraphs (F) and  (G) of this Section III.

E.         Organizational Documents; Incumbency. The Administrative Agent shall have received, in respect of each Credit Party and the General Partner, a certificate dated as of the First Amendment Effective Date of the secretary or an assistant secretary or director (or such other officer reasonably acceptable to the Administrative Agent) of such party, in form and substance reasonably satisfactory to the Administrative Agent, certifying (i) that either (A) attached thereto is a true and complete and up to date copy of the Organizational Documents including any certificate on change of name and all amendments thereto of such Credit Party or the General Partner, as applicable, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization (where applicable), and that the same has not been amended since the date of such certification or (B) the Organizational Documents of such Credit Party or the General Partner, as applicable, delivered on the Effective Date to the Administrative Agent have not been amended and are in full force and effect; (ii) that either (A) attached thereto is a true and complete copy of the bylaws or comparable governing documents of such Credit Party or the General Partner, as applicable, as then in effect and as in effect at all times without amendment of supersession from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate or (B) that the bylaws or comparable governing documents of such Credit Party or the General Partner, as applicable, delivered on the Effective Date to the Administrative Agent have not been

5

amended and are in full force and effect; (iii) that attached thereto is a true and complete copy of resolutions of the board of directors or similar governing body of such Credit Party (or, in the case of a limited partnership, of the general partner, acting on behalf of such limited partnership) and the General Partner, acting in its own capacity, approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party (or, in the case of a limited partnership, of the general partner, acting on behalf of such limited partnership) and the General Partner, acting in its own capacity, in each case, authorizing the execution, delivery and performance of this Amendment and any related Credit Documents to which it is a party which are in full force and effect without amendment or supersession as of the date of the certificate; (iv) a good standing certificate (to the extent such concept is known in the relevant jurisdiction) from the applicable Governmental Authority of such Credit Party’s or the General Partner’s, as applicable, jurisdiction of incorporation, organization or formation dated the First Amendment Effective Date or a recent date prior thereto; and (v) as to the incumbency and genuineness of the signature of each officer, director or other comparable authorized manager or attorney of such Credit Party or the General Partner, as applicable, executing this Amendment or any of such other Credit Documents, and attaching all such copies of the documents described above.

F.         No Default. No Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the transactions contemplated hereby.

G.         Representations and Warranties. The representations and warranties of the Borrower and each of the Guarantors set forth in Section IV of this Amendment are true and correct.

H.         Master Assignment. The Replacement Lender shall have executed and delivered the Master Assignment contemplated by Section II above and all conditions to the consummation of the assignments in accordance with Section II above shall have been satisfied and such assignments shall have been consummated.

I.         Non-Consenting Lenders. The Borrower shall have, substantially concurrently with the effectiveness of this Amendment, paid to all Non-Consenting Term Loan Lenders and Non-Consenting Revolving Lenders all indemnities, fees, cost reimbursements and other Obligations (other than interest payable under Section III.B. above and principal and all other amounts paid to such Non-Consenting Term Loan Lender or Non-Consenting Revolving Lender under Section II above), if any, then due and owing to such Non-Consenting Term Loan Lenders and Non-Consenting Revolving Lenders under the Credit Agreement and the other Credit Documents (immediately prior to the First Amendment Effective Date).

J.         Necessary Consents. Each Credit Party shall have obtained all material consents necessary or advisable in connection with the transactions contemplated by this Amendment.

SECTION IV.      REPRESENTATIONS AND WARRANTIES.

In order to induce the other parties hereto to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, each Credit Party represents and warrants to each of the Lenders and the Administrative Agent that, as of the First Amendment Effective Date:

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A.         Corporate Power and Authority. Each Credit Party, which is party hereto, has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “Amended Agreement”) and the other Credit Documents.

B.         Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement and the other Credit Documents have been duly authorized by all necessary action on the part of each Credit Party.

C.         No Conflict. The execution and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the Amended Agreement and the other Credit Documents do not and will not (i) violate (A) any provision of any law, statute, rule or regulation, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of Holdings, the Borrower or any Credit Party or (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of the applicable Credit Party, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section IV.C., individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except as permitted under the Amended Agreement, result in or require the creation or imposition of any Lien upon any of the properties or assets of each Credit Party (other than any Liens created under any of the Credit Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of each Credit Party, except for such approvals or consents which will be obtained on or before the First Amendment Effective Date and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

D.         Governmental Consents. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the execution and delivery by each Credit Party of this Amendment and the performance by the Borrower and Holdings of the Amended Agreement and the other Credit Documents, except for such actions, consents and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect or which have been obtained and are in full force and effect.

E.         Binding Obligation. This Amendment and the Amended Agreement have been duly executed and delivered by each of the Credit Parties party thereto and each constitutes a legal, valid and binding obligation of such Credit Party to the extent a party thereto, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

F.         Incorporation of Representations and Warranties from Credit Agreement. The representations and warranties (a) contained in Section 4 of the Amended Agreement (other than Section 4.24) are and will be true and correct in all material respects on and as of the First

7

Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date and (b) contained in Section 4.24 of the Amended Agreement are and will be true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties (x) specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date, or (y) have been updated, modified, supplemented or otherwise superseded by information contained in the most recent Form 10-K and any Form 8-K (to the extent such Form 8-K was filed on or after the date of the most recent Form 10-K) filed by the Sponsor with the Securities and Exchange Commission, in which case they were true and correct in all material respects on and as of the date of the most recent Form 10-K and any such Form 8-K and will be true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

G.         Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment that would constitute an Event of Default or a Default.

SECTION V.      BORROWER’S CONSENT.

For purposes of Section 10.6 of the Credit Agreement, the Borrower hereby consents to any assignee of the Replacement Lender or any of its respective Affiliates (in each case otherwise being an Eligible Assignee) becoming a Term Loan Lender and/or Revolving Lender, as applicable, in connection with the syndication of the Term Loans and Revolving Commitments acquired by the Replacement Lender pursuant to Section II hereof.

SECTION VI.      REPRICING ARRANGERS.

The Credit Parties and the Lenders party hereto agree that (a) the Arrangers, in their respective capacity as joint lead arranger with respect to this Amendment (collectively, the “Repricing Arrangers”), shall be entitled to the privileges, indemnification, immunities and other benefits afforded to the Arrangers under the Amended Agreement and (b) except as otherwise agreed to in writing by the Borrower, the General Partner and the Repricing Arrangers, the Repricing Arrangers shall have no duties, responsibilities or liabilities with respect to this Amendment, the Amended Agreement or any other Credit Document.

SECTION VII.      INDEMNIFICATION.

Each Credit Party hereby confirms that the indemnification provisions set forth in Section 10.3 of the Amended Agreement shall apply to this Amendment and the transactions contemplated hereby.

8

SECTION VIII.      REAFFIRMATION.

Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Credit Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Credit Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in any Collateral Document to which it is a party shall remain, in full force and effect after giving effect to this Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Term Loans under the Amended Agreement. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Credit Documents, which shall remain in full force and effect, except to any extent modified hereby

Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

SECTION IX.      ADMINISTRATIVE AGENT.

The Credit Parties acknowledge and agree that Goldman Sachs, in its capacity as administrative agent under the Credit Agreement, will serve as Administrative Agent under this Amendment and under the Amended Agreement.

SECTION X.         MISCELLANEOUS.

A.         Reference to and Effect on the Credit Agreement and the Other Credit Documents.

(i)On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

(ii)Except as specifically amended by this Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii)The execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right,

9

power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Credit Documents.

(iv)This Amendment shall be deemed to be a Credit Document as defined in the Credit Agreement.

B.         Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

C.         Applicable Law.        THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

D.         Jurisdiction; Waiver of Jury Trial. The provisions of Sections 10.15 and 10.16 of the Credit Agreement pertaining to consent to jurisdiction, service of process, and waiver of jury trial are hereby incorporated by reference herein, mutatis mutandis.

E.         Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic format (e.g., “pdf” or “tif” file format) shall be effective as delivery of a manually executed counterpart of this Amendment.

F.         Severability. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER:	APLP HOLDINGS LIMITED PARTNERSHIP
	By:	Atlantic Power GP II, Inc., its General Partner
	By:	/s/ Terrence Ronan
		Name:	Terrence Ronan
		Title:	Chief Financial Officer
SPONSOR:	ATLANTIC POWER CORPORATION
	By:	/s/ Terrence Ronan
		Name:	Terrence Ronan
		Title:	Chief Financial Officer

[Signature Page to First Amendment]

GUARANTORS:
ATLANTIC POWER LIMITED PARTNERSHIP
By:	Atlantic Power GP Inc., its General Partner
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
AP (CURTIS PALMER) LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
AP POWER HOLDINGS INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
AP USGP HOLDINGS, LLC
By:	Atlantic Power (US) GP Holdings, Inc., its sole member
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
APDC, INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GUARANTORS (cont.):
APPLIED ENERGY LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER (COASTAL RIVERS) CORPORATION
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
ATLANTIC POWER ENERGY SERVICES (CANADA) INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
ATLANTIC POWER ENERGY SERVICES (US) LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER ENTERPRISES LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GUARANTORS (cont.):
ATLANTIC POWER FPLP HOLDINGS LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER GENERATION, INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER GP INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
ATLANTIC POWER GP II, INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
ATLANTIC POWER HOLDINGS, INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GUARANTORS (cont.):
ATLANTIC POWER PREFERRED EQUITY LTD.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
ATLANTIC POWER TRANSMISSION, INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER (US) GP
By:	Atlantic Power (US) GP Holdings, Inc., its General Partner
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER (US) GP HOLDINGS, INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER USA LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GUARANTORS (cont.):
ATLANTIC POWER USA HOLDINGS LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER USA VENTURES LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
ATLANTIC POWER (WILLIAMS LAKE) LTD.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Chief Financial Officer
CURTIS/PALMER HYDROELECTRIC COMPANY L.P.
By:	Curtis Palmer LLC, its General Partner
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
CURTIS PALMER LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GUARANTORS (cont.):
EF KENILWORTH LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
EF OXNARD LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
FREDERICKSON POWER MANAGEMENT INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
MANCHIEF INC.
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
MANCHIEF HOLDING LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President
MANCHIEF POWER COMPANY LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GUARANTORS (cont.):
MORRIS COGENERATION, LLC
By:	/s/ Terrence Ronan
	Name:	Terrence Ronan
	Title:	Vice President

[Signature Page to First Amendment]

GOLDMAN SACHS LENDING PARTNERS LLC,
as Administrative Agent
By:	/s/ Douglas Tansey
	Authorized Signatory
		Douglas Tansey
		Authorized Signatory

[Signature Page to First Amendment]

A Voce CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AG Diversified Income Master Fund, L.P., as a Term Loan Lender
BY: Angelo, Gordon & Co., L.P., as Fund Advisor
By	/s/ Maureen D’ Alleva
Name:	Maureen D’ Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

American General Life Insurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

American Home Assurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Annisa CLO, Ltd., as a Term Loan Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Apidos CLO IX, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XII, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XIV, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Apidos CLO XIX, as a Term Loan Lender
BY: Its Collateral Manager, CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XV, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XVI, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XVII, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XVIII, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XX, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XXI, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XXII, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Apidos CLO XXIII, as a Term Loan Lender
By: Its Collateral Manager, CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XXIV, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Ascension Alpha Fund, LLC, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Ascension Health Master Pension Trust, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bank of America, N.A.
(Canada Branch)
as a Revolving Lender
By	/s/ Medina Sales de Andrade
Name:	Medina Sales de Andrade
Title:	Vice President

[Signature Page to First Amendment]

BANK OF LABOR, as a Term Loan Lender
By	/s/ Drew Sleypen
Name:	Drew Sleypen
Title:	Senior Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Beazley Furlonge Limited, as a Term Loan Lender
BY: Beazley Furlonge Limited, as managing agent of Syndicate 2623, acting by HPS Investment Partners, LLC, as attorney-in-fact
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Betony CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Blue Cross of Idaho Health Service, Inc., as a Term Loan Lender
By: Seix Investment Advisors LLC, as Investment Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Blue Hill CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2012-2 Ltd, as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bluemountain CLO 2013-1 LTD., as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bluemountain CLO 2013-2 LTD., as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bluemountain CLO 2013-3 Ltd., as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2015-3 Ltd, as a Term Loan Lender
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2015-4, Ltd., as a Term Loan Lender
By: BlueMountain Capital Management, LLC
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2016-1, Ltd., as a Term Loan Lender
BlueMountain Capital Management, LLC
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2016-2, Ltd., as a Term Loan Lender
BlueMountain Capital Management, LLC
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BOC Pension Investment Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Attorney in Fact
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Metropolitan Life Insurance Company
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Steve Bruno
Name:	Steve Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMEND NT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Metropolitan Tower Life Insurance Company
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Steve Bruno
Name:	Steve Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDME AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Brighthouse Life Insurance Co.
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Steve Bruno
Name:	Steve Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2012-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-I, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-III, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-IV, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

o
	CIFC Funding 2014, Ltd., as a Term Loan Lender
	By: CIFC Asset Management LLC, its Portfolio Manager
	By	/s/ Elizabeth Chow
	Name:	Elizabeth Chow
	Title:	Senior Investment Analyst
	For Term Loan Lenders requiring a second signature block
	By
	Name:
	Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014- II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-III, Ltd., as a Term Loan Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-IV, Ltd, as a Term Loan Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-V, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-III, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-I, Ltd., as a Term Loan Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-IV, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-V, Ltd, as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2016-I, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Loan Opportunity Fund, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

City National Rochdale Fixed Income Opportunities Fund, as a Term Loan Lender
By: Seix Investment Advisors LLC, as Subadviser
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The City of New York Group Trust, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CVP Cascade CLO-1 Ltd., as a Term Loan Lender
BY: Credit Value Partners, LP, as Investment Manager
By	/s/ Joseph Matteo
Name:	Joseph Matteo
Title:	Partner
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CVP Cascade CLO-2 Ltd., as a Term Loan Lender
BY: Credit Value Partners, LP, as Investment Manager
By	/s/ Joseph Matteo
Name:	Joseph Matteo
Title:	Partner
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CVP Cascade CLO-3 Ltd., as a Term Loan Lender
By: CVP CLO Manager, LLC as Investment Manager
By	/s/ Joseph Matteo
Name:	Joseph Matteo
Title:	Partner
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Diversified Credit Portfolio Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Adviser
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Dunham Floating Rate Bond Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust, as a Term Loan Lender
By	/s/ David C. Wagner
	PPM America, Inc., as sub-adviser
Name:	David C. Wagner
Title:	Managing Director

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Eastspring Investments US Bank Loan Special Asset Mother Investment Trust [Loan Claim], as a Term Loan Lender
By	/s/ David C. Wagner
	PPM America, Inc., as Delegated Manager
Name:	David C. Wagner
Title:	Managing Director

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Newfleet Multi-Sector Unconstrained Bond ETF, as a Term Loan Lender
By	/s/ Jennings, Kyle
Name:	Jennings, Kyle
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco US Leveraged Loan Fund 2016-9 a Series Trust of Global Multi Portfolio Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMADABLUM US Leveraged Loan Fund a Series Trust of Global Multi Portfolio Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Leveraged Loan Fund 2016 A Series Trust of Global Multi Portfolio Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Goldman Sachs Lending Partners LLC, as a Revolving Lender
By	/s/ Ushma Dedhiya
Name:	Ushma Dedhiya
Title:	Authorized Signatory
[[For Revolving Lenders requiring a second signature block]
By
Name:
Title:]

[Signature Page to First Amendment]

Halcyon Dynamic Credit Fund II LP, as a Term Loan Lender
BY: Halcyon Loan Investment Management LLC, its Investment Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2012-1, Ltd., as a Term Loan Lender
By: Halcyon Loan Advisors 2012-1 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2012-2, Ltd., as a Term Loan Lender
BY: Halcyon Loan Advisors 2012-2 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2013-1 Ltd., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2013-2 LTD., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2014-1, Ltd., as a Term Loan Lender
By: Halcyon Loan Advisors 2014-1 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2014-2 Ltd., as a Term Loan Lender
By: Halcyon Loan Advisors 2014-2 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2014-3 Ltd, as a Term Loan Lender
BY: Halcyon Loan Advisors 2014-3 LLC as Collateral Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2015-1 Ltd, as a Term Loan Lender
By: Halcyon Loan Advisors 2015-1 LLC as Collateral Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2015-2 Ltd., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2015-3 Ltd, as a Term Loan Lender
By: Halcyon Loan Advisors 2015-3 LLC as Collateral Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Senior Loan Fund I Master LP, as a Term Loan Lender
BY: Halcyon Loan Investment Management LLC as Investment Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

	HarbourView CLO VII, Ltd.. as a Term Loan Lender
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
	By	/s/ Margaret Jones
	Name:	Margaret Jones
	Title:	Associate
	[[For Term Loan Lenders requiring a second signature block]
	By
	Name:
	Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Liquid Loan Opportunities Master Fund, L.P., as a Term Loan Lender
By: HPS Investment Partners, LLC
Its Investment Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 2013-2, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC,
Its Investment Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 3-2014, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC,
Its Investment Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 4-2014, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC
As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 5-2015, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC
As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 6-2015, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC
As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 8-2016, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC
As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 7-2015, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC,
its Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Honeywell International Inc Master Retirement Trust, as a Term Loan Lender
By	/s/ Kathy News
Name:	Kathy News
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION  B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

HPS Loan Management 9-2016, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC
As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco BL Fund, Ltd., as a Term Loan Lender
By: Invesco Management S.A. As Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Dynamic Credit Opportunities Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Sub-advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Floating Rate Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Sub-Adviser
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Gemini US Loan Fund LLC, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc
as Investment Advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Loan Fund Series 3 A Series Trust of Multi Manager Global Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Senior Income Trust, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Sub-advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Senior Loan Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Sub-advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

INVESCO SSL FUND LLC, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Collateral Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Zodiac Funds - Invesco US Senior Loan Fund, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Zodiac Funds - Invesco Global Senior Loan Select Fund, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

James River Insurance Company, as a Term Loan Lender
BY: Angelo, Gordon & Co., L.P.
as Investment Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

JRG Reinsurance Company, Ltd., as a Term Loan Lender
BY: Angelo, Gordon & Co., L.P.
as Investment Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kaiser Foundation Hospitals, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kaiser Foundation Health Plan, Inc., as named fiduciary of the Kaiser Permanente Group Trust, as a Term Loan Lender
By: Angelo, Gordon & Co., L.P.,
As Investment Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kaiser Permanente Group Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as
Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kapitalforeningen Investin Pro, US Leveraged Loans I, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as
Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kingsland VI, as a Term Loan Lender
By: Kingsland Capital Management, LLC
as Manager
By	/s/ Katherine Kim
Name:	Katherine Kim
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kingsland VII, as a Term Loan Lender
By: Kingsland Capital Management, LLC
as Manager
By	/s/ Katherine Kim
Name:	Katherine Kim
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Lexington Insurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Limerock CLO II, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Limerock CLO III, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Linde Pension Plan Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc.
as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Loomis Sayles CLO II, LTD„ as a Term Loan Lender
BY: Loomis, Sayles & Company, L.P.,
Its Collateral Manager
Loomis, Sayles & Company, Incorporated, Its General Partner
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Loomis Sayles Senior Floating Rate & Fixed Income Fund, as a Term Loan Lender
By: Loomis, Sayles & Company, L.P.,
Its Investment Manager
By: Loomis, Sayles & Company, Incorporated,
Its General Partner
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NHIT: Senior Floating Rate and Fixed Income Trust, as a Term Loan Lender
By: Loomis Sayles Trust Company, LLC,
its Trustee
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MAMMOTH FUNDING ULC, as a Term Loan Lender
By	/s/ Madonna Sequeira
Name:	Madonna Sequeira
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Marea CLO, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc.
as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Metropolitan Life Insurance Company Separate Account 577
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Steve Bruno
Name:	Steve Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO 2013-1 Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC,
as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO 2014-1 Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC,
as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO IX Ltd., as a Term Loan Lender
By; Seix Investment Advisors LLC,
as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO X Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC,
as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO III, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO IV, Ltd., as a Term Loan Lender
By: MP CLO Management LLC,
its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO IX, Ltd., as a Term Loan Lender
By: MP CLO Management LLC,
its Collateral Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO V, Ltd., as a Term Loan Lender
By: MP CLO Management LLC,
its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO VI, Ltd., as a Term Loan Lender
By: MP CLO Management LLC,
its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO VII, Ltd., as a Term Loan Lender
By: MP CLO Management LLC,
its Collateral Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO VIII, Ltd., as a Term Loan Lender
By: MP CLO Management LLC,
its Collateral Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Union Bank, Canada Branch as a Revolving Lender
By	Anne Collins
Name:  Anne Collins
Title:    Director

[Signature Page to First Amendment]

Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title: Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMJ Bank Loan Fund SERIES 2 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as a Term Loan Lender
By	/s/ Jamie Donsky
Name: Jamie Donsky
Title: Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMJ LOAN FUND SERIES 3 A SERIES TRUST OF MULTIMANAGER GLOBAL INVESTMENT TRUST, as a Term Loan Lender
By: Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Loan Fund Series 3, a series trust of Multi Manager Global Investment Trust, acting by HPS Investment Partners, LLC as attorney-in-fact
By	/s/ Wellington Chin
Name: Wellington Chin
Title: Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Bank Loan Fund Series 2 A Series Trust of Multi Manager Global Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title: Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMJ Bank Loan Fund A Series Trust of Multimanager Global Investment Trust, as a Term Loan Lender
BY: Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Bank Loan Fund, a series trust of Multi Manager Global Investment Trust, acting by Highbridge Principal Strategies, LLC as attorney-in-fact, and expressly on the basis that the parties agree they shall not have recourse to the assets of Multi
By	/s/ Jamie Donsky
Name: Jamie Donsky
Title: Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Multi Sector Value Bond Fund, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name: Margaret C. Begley
Title: Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Polaris US Bank Loan Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title: Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

National Union Fire Insurance Company of Pittsburgh, Pa., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title: Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Newfleet CLO 2016-1, Ltd., as a Term Loan Lender
By	/s/ Jennings, Kyle
Name: Jennings, Kyle
Title: Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Nomad CLO, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title: Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

North End CLO, Ltd, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title: Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL IX, LIMITED, as a Term Loan Lender
By: Angelo, Gordon & Co., LP as Collateral Manager
By	/s/ Maureen D’ Alleva
Name: Maureen D’ Alleva
Title: Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL X, LIMITED, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D’ Alleva
Name: Maureen D’ Alleva
Title: Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL XI, LIMITED, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D’ Alleva
Name: Maureen D’ Alleva
Title: Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL XII, LIMITED, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D’ Alleva
Name: Maureen D’ Alleva
Title: Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Northwoods Capital XIV, Limited, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP
As Collateral Manager
By	/s/ Maureen D’ Alleva
Name: Maureen D’ Alleva
Title: Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2012-2, Ltd.
By: Onex Credit Partners, LLC, as Collateral Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDM NT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2013-3, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDM NT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2013-4, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2014-5, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2014-6, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2014-7, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2015-8, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2015-9, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2016-11, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
	as a Term Loan Lender
	By	/s/ Paul Travers
	Name: Paul Travers
	Title: Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMNT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under tredit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OFSI Fund VI, Ltd.
By:	OFS Capital Management, LLC
Its:	Collater Manager
	By:	/s/ Joseph Desapri
	Name:	JOSEPH DESAPRI
	Title:	DIRECTOR
	“as a Term Loan Lender”

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDME AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OFSI Fund VII, Ltd.
By:	OFS Capital Management, LLC
Its:	Collater Manager
	By:	/s/ Joseph Desapri
	Name:	JOSEPH DESAPRI
	Title:	DIRECTOR
	“as a Term Loan Lender”

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDME AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2013-1, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2013-2, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2015-1, Ltd, as a Term Loan Lender
BY: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2015-2, Ltd, as a Term Loan Lender
BY: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2017-1, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Servicer
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square Loan Funding 2016-2, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Servicer
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square Loan Funding 2016-3, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Servicer
By	/s/ Matt Bloomfield
Name: Matt Bloomfield
Title:   Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Diversified High Income Trust, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name: Margaret C. Begley
Title:   Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Floating Rate Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name: Margaret C. Begley
Title:   Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Floating Rate Trust, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name: Margaret C. Begley
Title:   Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Institutional Multi-Sector Fixed Income Portfolio, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name: Margaret C. Begley
Title:   Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Investments Diversified Loans Fund, as a Term Loan Lender
By	/s/ Margaret C. Begley
Name: Margaret C. Begley
Title:   Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Multi-Asset Ultrashort Income Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Classic Balanced Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Short Term Income Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Solutions SICAV -- Global Floating Rate Income, as a Term Loan Lender
By: Pioneer Investment Management, Inc.,
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Strategic Income Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Strategic Income VCT Portfolio, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Bond VCT Portfolio, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Recette CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

RidgeWorth Funds - Seix Floating Rate High Income Fund, as a Term Loan Lender
By: Seix Investment Advisors LLC, as Subadviser
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Riserva CLO, Ltd, as a Term Loan Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Royal Bank of Canada, as a Revolving Lender
By	/s/ Frank Lambrinos
Name:	Frank Lambrinos
Title:	Authorized Signatory

[Signature Page to First Amendment]

SC Pro Loan VII Limited, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Seix Multi-Sector Absolute Return Fund L.P., as a Term Loan Lender
By: Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
By: Seix Investment Advisors LLC, its sole member
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Sentry Insurance a Mutual Company, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Sub-Advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L028884 / Signature Corporate Bond Fund, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to'

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment,

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CAlL124428 / Signature High Income Fund as, a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to'

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment,

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CAlL201747 / Signature Global Income & Growth Fund, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to'

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment,

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M000826 / Signature Diversified Yield II Fund, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to'

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment,

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L124386 / Signature Income & Growth Fund, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to'

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment,

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001XV2 / Signature Diversified Yield Corp Class, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to'

OPTION A - CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment,

OPTION B - CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001ZD5 / Signature Tactical Bond Pool, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L139251 / Enhanced Income Pool, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L460400 / Signature High Yield Bond II Fund, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L460418 / Canadian Fixed Income Pool, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001S47 / Enhanced Income Corporate Class, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments inc., on behalf of certain funds managed by it:

MEI: CA0M0020S7 / Canadian Fixed Income Pool DD, as a Term Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments inc., on behalf of certain funds managed by it:

MEI: CA0M001ZF0 / CI US-Income-Pool-FOF,   as a Term Loan Lender     CI U.S. INCOME US$ POOL
/s/ [ILLEGIBLE]
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments inc., on behalf of certain funds managed by it:

MEI: CA1L313146 / CI Income Fund BB,   as a Term Loan Lender     CI INCOME FUND
/s/ [ILLEGIBLE]
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name: Darren Arrowsmith
	Title: VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Stichting Pensioenfonds Medische Specialisten, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AIG Flexible Credit Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Alternative Strategies Funds SPC for the Account of SC Alternative Strategy 7SP, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan III plc, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan V plc, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan V, as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan VI PLC, as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

SC PRO LOAN VII LTD., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss capital Pro Loan VIII PLC, as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan VIII PLC, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The Doctors Company - an Interinsurance Exchange, as a Term Loan Lender
By:	Pioneer Institutional Asset Management, Inc.,
	As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO I, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer of Triumph Capital Advisors, LLC As Asset Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO II, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO III, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO IV, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Twin Lake Total Return Partners QP LP, as a Term Loan Lender
By	/s/ Paulos Strike                         4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Twin Lake Total Return Partners LP, as a Term Loan Lender
By	/s/ Paulos Strike                         4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Iron Road Multi-Strategy Fund LP, as a Term Loan Lender
By	/s/ Paulos Strike                         4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Iron Road Diversified Fund LP, as a Term Loan Lender
By	/s/ Paulos Strike                         4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Upland CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The United States Life Insurance Company In the City of New York, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The Variable Annuity Life Insurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Ballyrock CLO 2016-1 Limited
By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a Term Loan Lender
By	/s/ Lisa Rymut
Name:	Lisa Rymut
Title:	Assistant Treasurer

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Variable Insurance Products Fund: Floating Rate High Income Portfolio, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Floating Rate High Income Fund
for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Floating Rate High Income Investment Trust
for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Investment Trust, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Securities Fund: Fidelity Series Real Estate Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Income Fund: Fidelity Total Bond Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Securities Fund: Fidelity Real Estate Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name:	Colm Hogan
Title:	Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Qualifying Investor Funds Plc
By: FIAM LLC as Sub Advisor, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Advanced Series Trust-AST FI Pyramis Quantitative Portfolio
By: FIAM LLC as Investment Manager, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

FIAM Leveraged Loan, LP
By: FIAM LLC as Investment Manager, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

FIAM Floating Rate High Income Commingled Pool
By: Fidelity Institutional Asset Management Trust
Company as Trustee, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XII CLO, Limited, as a Term Loan Lender
BY: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XIII CLO, Limited, as a Term Loan Lender
BY: its Investment Advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XIV CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XIX CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XV CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XVI CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XVII CLO Limited, as a Term Loan Lender
BY: its investment advisor,
MJX Asset Management, LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XVIII CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XX CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXI CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXII CLO Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXIII CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXIV CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXVI CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Venture Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Global Multi Sector Income Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name: Kyle Jennings
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Multi-Sector Intermediate Bond Fund f/k/a
Virtus Multi Sector Fixed Income Fund, as a Term
Loan Lender
By	/s/ Kyle Jennings
Name: Kyle Jennings
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Bond Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Senior Floating Rate Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Tactical Allocation Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Total Return Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VVIT: Virtus Multi-Sector Fixed Income Series, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Wells Fargo Bank, N.A., as a Revolving Lender
By	/s/ Bobby Ausman
Name:	Bobby Ausman
Title:	Vice President

[Signature Page to First Amendment]

WELLS FARGO BANK N.A., as a Term Loan Lender
By	/s/ Brian Grabenstein
Name:	Brian Grabenstein
Title:	MD

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Term Loan Lender
By	/s/ Jill Hamilton
Name:	Jill Hamilton
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Wintrust Bank, as a Term loan Lender
By	/s/ Amanda Scott
Name:	Amanda Scott
Title:	Officer
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

WM Pool - High Yield Fixed Interest Trust, as a Term Loan Lender
By: Loomis, Sayles & Company, L.P., its Investment Manager
By: Loomis, Sayles & Company, Incorporated, its General Partner
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ZAIS CLO 1, Limited, as a Term Loan Lender
ZAIS CLO 1, Limited
By	/s/ Vincent Ingato
Name:	Vincent Ingato
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ZAIS CLO 2, Limited, as a Term Loan Lender
ZAIS CLO 2, Limited
By	/s/ Vincent Ingato
Name:	Vincent Ingato
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ZAIS CLO 3, Limited, as a Term Loan Lender
ZAIS CLO 3, Limited
By	/s/ Vincent Ingato
Name:	Vincent Ingato
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

A Voce CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AG Diversified Income Master Fund, L.P., as a Term Loan Lender
BY: Angelo, Gordon & Co., L.P., as Fund Advisor
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

American General Life Insurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

American Home Assurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Annisa CLO, Ltd., as a Term Loan Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Apidos CLO IX, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XII, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XIV, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Apidos CLO XIX, as a Term Loan Lender
BY: Its Collateral Manager, CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XV, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XVI, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XVII, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XVIII, as a Term Loan Lender
BY: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XX, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XXI, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XXII, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Apidos CLO XXIII, as a Term Loan Lender
By: Its Collateral Manager, CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

APIDOS CLO XXIV, as a Term Loan Lender
By: Its Collateral Manager CVC Credit Partners, LLC
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Ascension Alpha Fund, LLC, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Ascension Health Master Pension Trust, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bank of America, N.A.
(Canada Branch)
As a Revolving Lender
By	/s/ Medina Sales de Andrade
Name:	Medina Sales de Andrade
Title:	Vice President

[Signature Page to First Amendment]

BANK OF LABOR, as a Term Loan Lender
By	/s/ Drew Sleypen
Name:	Drew Sleypen
Title:	Senior Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Beazley Furlonge Limited, as a Term Loan Lender
BY: Beazley Furlonge Limited, as managing agent of Syndicate 2623, acting by HPS Investment Partners, LLC, as attorney-in-fact
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Betony CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Blue Cross of Idaho Health Service, Inc., as a Term Loan Lender
By: Seix Investment Advisors LLC, as Investment Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Blue Hill CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2012-2 Ltd, as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC,
Its Collateral Manager
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bluemountain CLO 2013-1 LTD., as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bluemountain CLO 2013-2 LTD., as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Bluemountain CLO 2013-3 Ltd., as a Term Loan Lender
BY: BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC.
ITS COLLATERAL MANAGER
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2015-3 Ltd, as a Term Loan Lender
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2015-4, Ltd., as a Term Loan Lender
By: BlueMountain Capital Management, LLC
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2016-1, Ltd., as a Term Loan Lender
BlueMountain Capital Management, LLC
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BlueMountain CLO 2016-2, Ltd., as a Term Loan Lender
BlueMountain Capital Management, LLC
By	/s/ Meghan Fornshell
Name:	Meghan Fornshell
Title:	Operations Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

BOC Pension Investment Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Attorney in Fact
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Metropolitan Life Insurance Company
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Stere Bruno
Name:	Stere Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Metropolitan Tower Life Insurance Company
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Stere Bruno
Name:	Stere Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Brighthouse Life Insurance Co.
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Stere Bruno
Name:	Stere Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2012-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-I, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-III, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2013-IV, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Portfolio Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-III, Ltd., as a Term Loan Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-IV, Ltd, as a Term Loan Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2014-V, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-III, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-I, Ltd., as a Term Loan Lender
BY: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-II, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-IV, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2015-V, Ltd, as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Funding 2016-I, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CIFC Loan Opportunity Fund, Ltd., as a Term Loan Lender
By: CIFC Asset Management LLC, its Collateral Manager
By	/s/ Elizabeth Chow
Name:	Elizabeth Chow
Title:	Senior Investment Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

City National Rochdale Fixed Income Opportunities Fund, as a Term Loan Lender
By: Seix Investment Advisors LLC, as Subadviser
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The City of New York Group Trust, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CVP Cascade CLO-1 Ltd., as a Term Loan Lender
BY: Credit Value Partners, LP, as Investment Manager
By	/s/ Joseph Matteo
Name:	Joseph Matteo
Title:	Partner
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CVP Cascade CLO-2 Ltd., as a Term Loan Lender
BY: Credit Value Partners, LP, as Investment Manager
By	/s/ Joseph Matteo
Name:	Joseph Matteo
Title:	Partner
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

CVP Cascade CLO-3 Ltd., as a Term Loan Lender
By: CVP CLO Manager, LLC as Investment Manager
By	/s/ Joseph Matteo
Name:	Joseph Matteo
Title:	Partner
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Diversified Credit Portfolio Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Adviser
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Dunham Floating Rate Bond Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

JNL/PPM America Floating Rate Income Fund, a series of the JNL Series Trust, as a Term Loan Lender
By	/s/ David C. Wagner
	PPM America, Inc., as sub-adviser
Name:	David C. Wagner
Title:	Managing Director

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Eastspring Investments US Bank Loan Special Asset Mother Investment Trust [Loan Claim], as a Term Loan Lender
By	/s/ David C. Wagner
PPM America, Inc., as Delegated Manager
Name:	David C. Wagner
Title:	Managing Director

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Newfleet Multi-Sector Unconstrained Bond ETF, as a Term Loan Lender
By	/s/ Jennings, Kyle
Name:	Jennings, Kyle
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco US Leveraged Loan Fund 2016-9 a Series Trust of Global Multi Portfolio Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMADABLUM US Leveraged Loan Fund a Series Trust of Global Multi Portfolio Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Leveraged Loan Fund 2016 A Series Trust of Global Multi Portfolio Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Goldman Sachs Lending Partners LLC, as a Revolving Lender
By	/s/ Ushma Dedhiya
Name:	Ushma Dedhiya
Title:	Authorized Signatory
[[For Revolving Lenders requiring a second signature block]
By
Name:
Title:]

[Signature Page to First Amendment]

Halcyon Dynamic Credit Fund II LP, as a Term Loan Lender
BY: Halcyon Loan Investment Management LLC, its Investment Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2012-1, Ltd., as a Term Loan Lender
By: Halcyon Loan Advisors 2012-1 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2012-2, Ltd., as a Term Loan Lender
BY: Halcyon Loan Advisors 2012-2 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2013-1 Ltd., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2013-2 LTD., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2014-1, Ltd., as a Term Loan Lender
By: Halcyon Loan Advisors 2014-1 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2014-2 Ltd., as a Term Loan Lender
By: Halcyon Loan Advisors 2014-2 LLC as collateral manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2014-3 Ltd, as a Term Loan Lender
BY: Halcyon Loan Advisors 2014-3 LLC as Collateral Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2015-1 Ltd, as a Term Loan Lender
By: Halcyon Loan Advisors 2015-1 LLC as Collateral Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2015-2 Ltd., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Loan Advisors Funding 2015-3 Ltd, as a Term Loan Lender
By: Halcyon Loan Advisors 2015-3 LLC as Collateral Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Halcyon Senior Loan Fund I Master LP, as a Term Loan Lender
BY: Halcyon Loan Investment Management LLC as Investment Manager
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

	HarbourView CLO VII, Ltd., as a Term Loan Lender
Brown Brothers Harriman & Co. acting as agent for OppenheimerFunds, Inc.
	By	/s/ Margaret Jones
	Name:	Margaret Jones
	Title:	Associate
	[[For Term Loan Lenders requiring a second signature block]
	By
	Name:
	Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Liquid Loan Opportunities Master Fund, L.P., as a Term Loan Lender
By: HPS Investment Partners, LLC Its Investment Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 2013-2, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC, Its Investment Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 3-2014, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC, Its Investment Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 4-2014, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 5-2015, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 6-2015, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 8-2016, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Highbridge Loan Management 7-2015, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC, its Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Honeywell International Inc Master Retirement Trust, as a Term Loan Lender
By	/s/ Kathy News
Name:	Kathy News
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

HPS Loan Management 9-2016, Ltd., as a Term Loan Lender
By: HPS Investment Partners, LLC As the Collateral Manager
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco BL Fund, Ltd., as a Term Loan Lender
By: Invesco Management S.A. As Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Dynamic Credit Opportunities Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Sub-advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Floating Rate Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Sub-Adviser
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Gemini US Loan Fund LLC, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc as Investment Advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Loan Fund Series 3 A Series Trust of Multi Manager Global Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Senior Income Trust, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Sub-advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Senior Loan Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Sub-advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

INVESCO SSL FUND LLC, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Zodiac Funds - Invesco US Senior Loan Fund, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Zodiac Funds - Invesco Global Senior Loan Select Fund, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

James River Insurance Company, as a Term Loan Lender
BY: Angelo, Gordon & Co., L.P. as Investment Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

JRG Reinsurance Company, Ltd., as a Term Loan Lender
BY: Angelo, Gordon & Co., L.P. as Investment Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kaiser Foundation Hospitals, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kaiser Foundation Health Plan, Inc., as named fiduciary of the Kaiser Permanente Group Trust, as a Term Loan Lender
By: Angelo, Gordon & Co., L.P.,
As Investment Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kaiser Permanente Group Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kapitalforeningen Investin Pro, US Leveraged Loans I, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION  A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kingsland VI, as a Term Loan Lender
By: Kingsland Capital Management, LLC as Manager
By	/s/ Katherine Kim
Name:	Katherine Kim
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Kingsland VII, as a Term Loan Lender
By: Kingsland Capital Management, LLC as Manager
By	/s/ Katherine Kim
Name:	Katherine Kim
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Lexington Insurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Limerock CLO II, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Limerock CLO III, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Linde Pension Plan Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Loomis Sayles CLO II, LTD„ as a Term Loan Lender
BY: Loomis, Sayles & Company, L.P., Its Collateral Manager
Loomis, Sayles & Company, Incorporated, Its General Partner
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Loomis Sayles Senior Floating Rate & Fixed Income Fund, as a Term Loan Lender
By: Loomis, Sayles & Company, L.P., Its Investment Manager
By: Loomis, Sayles & Company, Incorporated, Its General Partner
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NHIT: Senior Floating Rate and Fixed Income Trust, as a Term Loan Lender
By: Loomis Sayles Trust Company, LLC, its Trustee
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MAMMOTH FUNDING ULC, as a Term Loan Lender
By	/s/ Madonna Sequeira
Name:	Madonna Sequeira
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Marea CLO, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Metropolitan Life Insurance Company Separate Account 577
[NAME OF TERM LOAN LENDER], as a Term Loan Lender
By	/s/ Steve Bruno
Name:	Steve Bruno
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO 2013-1 Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO 2014-1 Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO IX Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Mountain View CLO X Ltd., as a Term Loan Lender
By: Seix Investment Advisors LLC, as Collateral Manager
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO III, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO IV, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO IX, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Collateral Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO V, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO VI, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO VII, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Collateral Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

MP CLO VIII, Ltd., as a Term Loan Lender
By: MP CLO Management LLC, its Collateral Manager
By	/s/ Thomas Shandell
Name:	Thomas Shandell
Title:	CEO
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Union Bank, Canada Branch as a Revolving Lender
By	/s/ Anne Collins
Name:	Anne Collins
Title:	Director

[Signature Page to First Amendment]

Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMJ Bank Loan Fund SERIES 2 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST, as a Term Loan Lender
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMJ LOAN FUND SERIES 3 A SERIES TRUST OF MULTIMANAGER GLOBAL INVESTMENT TRUST, as a Term Loan Lender
By: Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Loan Fund Series 3, a series trust of Multi Manager Global Investment Trust, acting by HPS Investment Partners, LLC as attorney-in-fact
By	/s/ Wellington Chin
Name:	Wellington Chin
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Bank Loan Fund Series 2 A Series Trust of Multi Manager Global Investment Trust, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AMJ Bank Loan Fund A Series Trust of Multimanager Global Investment Trust, as a Term Loan Lender
BY: Brown Brothers Harriman Trust Company (Cayman) Limited acting solely in its capacity as trustee of AMJ Bank Loan Fund, a series trust of Multi Manager Global Investment Trust, acting by Highbridge Principal Strategies, LLC as attorney-in-fact, and expressly on the basis that the parties agree they shall not have recourse to the assets of Multi
By	/s/ Jamie Donsky
Name:	Jamie Donsky
Title:	Senior Vice President
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Multi Sector Value Bond Fund, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Invesco Polaris US Bank Loan Fund, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

National Union Fire Insurance Company of Pittsburgh, Pa., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Newfleet CLO 2016-1, Ltd., as a Term Loan Lender
By	/s/ Jennings, Kyle
Name:	Jennings, Kyle
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Nomad CLO, Ltd., as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

North End CLO, Ltd, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL IX, LIMITED, as a Term Loan Lender
By: Angelo, Gordon & Co., LP as Collateral Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL X, LIMITED, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL XI, LIMITED, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

NORTHWOODS CAPITAL XII, LIMITED, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Northwoods Capital XIV, Limited, as a Term Loan Lender
BY: Angelo, Gordon & Co., LP As Collateral Manager
By	/s/ Maureen D' Alleva
Name:	Maureen D' Alleva
Title:	Authorized Signatory
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2012-2, Ltd.
By: Onex Credit Partners, LLC, as Collateral Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2013-3, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2013-4, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2014-5, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2014-6, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2014-7, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2015-8, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2015-9, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OCP CLO 2016-11, Ltd.
By: Onex Credit Partners, LLC, as Portfolio Manager
as a Term Loan Lender
By	/s/ Paul Travers
Name:	Paul Travers
Title:	Portfolio Manager

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OFSI Fund VI, Ltd.
By: OFS Capital Management, LLC
Its: Collateral Manager
By	/s/ Joseph Desapri
Name:	JOSEPH DESAPRI
Title:	DIRECTOR
	“as a Term Loan Lender”

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

OFSI Fund VII, Ltd.
By: OFS Capital Management, LLC
Its: Collateral Manager
By	/s/ Joseph Desapri
Name:	JOSEPH DESAPRI
Title:	DIRECTOR
	“as a Term Loan Lender”

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2013-1, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2013-2, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2015-1, Ltd, as a Term Loan Lender
BY: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2015-2, Ltd, as a Term Loan Lender
BY: Palmer Square Capital Management LLC, as Portfolio Manager
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square CLO 2017-1, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Servicer
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square Loan Funding 2016-2, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Servicer
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Palmer Square Loan Funding 2016-3, Ltd, as a Term Loan Lender
By: Palmer Square Capital Management LLC, as Servicer
By	/s/ Matt Bloomfield
Name:	Matt Bloomfield
Title:	Managing Director/Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Diversified High Income Trust, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Floating Rate Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Floating Rate Trust, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Institutional Multi-Sector Fixed Income Portfolio, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Investments Diversified Loans Fund, as a Term Loan Lender
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Multi-Asset Ultrashort Income Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Classic Balanced Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Short Term Income Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Solutions SICAV -- Global Floating Rate Income, as a Term Loan Lender
By: Pioneer Investment Management, Inc.,
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Strategic Income Fund, as a Term Loan Lender
By: Pioneer Investment Management, Inc.
As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Strategic Income VCT Portfolio, as a Term Loan Lender
By: Pioneer Investment Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Pioneer Bond VCT Portfolio, as a Term Loan Lender
By: Pioneer Investment Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Recette CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

RidgeWorth Funds - Seix Floating Rate High Income Fund, as a Term Loan Lender
By: Seix Investment Advisors LLC, as Subadviser
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Riserva CLO, Ltd, as a Term Loan Lender
By: Invesco RR Fund L.P. as Collateral Manager
By: Invesco RR Associates LLC, as general partner
By: Invesco Senior Secured Management, Inc. as sole member
By	/s/ Egan, Kevin
Name:	Egan, Kevin
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Royal Bank of Canada, as a Revolving Lender
By	/s/ Frank Lambrinos
Name:	Frank Lambrinos
Title:	Authorized Signatory

[Signature Page to First Amendment]

SC Pro Loan VII Limited, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Seix Multi-Sector Absolute Return Fund L.P., as a Term Loan Lender
By: Seix Multi-Sector Absolute Return Fund GP LLC, in its capacity as sole general partner
By: Seix Investment Advisors LLC, its sole member
By	/s/ George Goudelias
Name:	George Goudelias
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Sentry Insurance a Mutual Company, as a Term Loan Lender
BY: Invesco Senior Secured Management, Inc. as Sub-Advisor
By	/s/ Kevin Egan
Name:	Kevin Egan
Title:	Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L028884 / Signature Corporate Bond Fund, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L124428 / Signature High Income Fund, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CAlL201747 / Signature Global Income & Growth Fund, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CAOM000826 / Signature Diversified Yield II Fund, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L124386 / Signature Income & Growth Fund, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001XV2 / Signature Diversified Yield Corp Class, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001ZD5 / Signature Tactical Bond Pool, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L139251 / Enhanced Income Pool, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA1L460400 / Signature High Yield Bond II Fund, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CAlL460418 / Canadian Fixed Income Pool, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001S47 / Enhanced Income Corporate Class, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M0020S7 / Canadian Fixed Income Pool DD, as a Team Loan Lender
as a Lender JG
By:	/s/ Darren Arrowsmith
	Name:	Darren Arrowsmith
	Title:	VP - Portfolio Management
/s/ Geofrey Marshall
	Name:	Geofrey Marshall
	Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CA0M001ZF0 / CI US Income Pool FOF,   as a Team Loan Lender CI U.S. INCOME US$ POOL
/s/ [ILLEGIBLE]
as a Lender JG
By:	/s/ Darren Arrowsmith
Name:	Darren Arrowsmith
Title:	VP - Portfolio Management
/s/ Geofrey Marshall
Name:	Geofrey Marshall
Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Signature Global Asset Management, a division of CI Investments Inc., on behalf of certain funds managed by it:

MEI: CAIL313146 / C1 Income-Fund - BB,   as a Team Loan Lender CI INCOME FUND
/s/ [ILLEGIBLE]
as a Lender JG
By:	/s/ Darren Arrowsmith
Name:	Darren Arrowsmith
Title:	VP - Portfolio Management
/s/ Geofrey Marshall
Name:	Geofrey Marshall
Title:	SVP - Portfolio Management

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Stichting Pensioenfonds Medische Specialisten, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc. As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

AIG Flexible Credit Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Alternative Strategies Funds SPC for the Account of SC Alternative Strategy 7SP, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan III plc, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan V plc, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan V, as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan VI PLC, as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

SC PRO LOAN VII LTD., as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss capital Pro Loan VIII PLC, as a Term Loan Lender
By	/s/ David Martino
Name:	David Martino
Title:	Controller
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Swiss Capital Pro Loan VIII PLC, as a Term Loan Lender
By	/s/ Gretchen Bergstresser
Name:	Gretchen Bergstresser
Title:	Senior Portfolio Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The Doctors Company - an Interinsurance Exchange, as a Term Loan Lender
By: Pioneer Institutional Asset Management, Inc., As its adviser
By	/s/ Margaret C. Begley
Name:	Margaret C. Begley
Title:	Vice President and Associate General Counsel
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO I, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer of Triumph Capital
Advisors, LLC As Asset Manager
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO II, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO III, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Trinitas CLO IV, Ltd., as a Term Loan Lender
By	/s/ Gibran Mahmud
Name:	Gibran Mahmud
Title:	Chief Investment Officer
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Twin Lake Total Return Partners QP LP, as a Term Loan Lender
By	/s/ Paulos Strike      4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Twin Lake Total Return Partners LP, as a Term Loan Lender
By	/s/ Paulos Strike      4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Iron Road Multi-Strategy Fund LP, as a Term Loan Lender
By	/s/ Paulos Strike      4/4/17
Name:	Paulos Strike
Title:	Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Iron Road Diversified Fund LP, as a Term Loan Lender
By	/s/ Paulos Strike      4/4/17
Name: Paulos Strike
Title: Assistant Portfolio Manager
RMB Capital Management, LLC as investment advisor for:
Twin Lake Total Return Partners QP LP
Twin Lake Total Return Partners LP
Iron Road Multi-Strategy Fund LP
Iron Road Diversified Fund LP
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Upland CLO, Ltd., as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Collateral Manager
By	/s/ Egan, Kevin
Name: Egan, Kevin
Title:  Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The United States Life Insurance Company In the City of New York, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

The Variable Annuity Life Insurance Company, as a Term Loan Lender
By: Invesco Senior Secured Management, Inc. as Investment Manager
By	/s/ Kevin Egan
Name: Kevin Egan
Title:  Authorized Individual
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Ballyrock CLO 2016-1 Limited
By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a Term Loan Lender
By	/s/ Lisa Rymut
Name: Lisa Rymut
Title:  Assistant Treasurer

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Variable Insurance Products Fund: Floating Rate High Income Portfolio, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Floating Rate High Income Fund
for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Fund, as a Tenn Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Summer Street Trust: Fidelity Series Floating Rate High Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Floating Rate High Income Investment Trust
for Fidelity Investments Canada ULC as Trustee of Fidelity Floating Rate High Income Investment Trust, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Securities Fund: Fidelity Series Real Estate Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Income Fund: Fidelity Total Bond Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Securities Fund: Fidelity Real Estate Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Advisor Series I: Fidelity Advisor Floating Rate High Income Fund, as a Term Loan Lender
By	/s/ Colm Hogan
Name: Colm Hogan
Title:  Authorized Signatory

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Fidelity Qualifying Investor Funds Plc
By: FIAM LLC as Sub Advisor, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Advanced Series Trust-AST FI Pyramis Quantitative Portfolio
By: FIAM LLC as Investment Manager, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

FIAM Leveraged Loan, LP
By: FIAM LLC as Investment Manager, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

FIAM Floating Rate High Income Commingled Pool
By: Fidelity Institutional Asset Management Trust Company as Trustee, as a Term Loan Lender
By	/s/ David Censorio
Name: David Censorio
Title:   Vice President

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XII CLO, Limited, as a Term Loan Lender
BY: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XIII CLO, Limited, as a Term Loan Lender
BY: its Investment Advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name: Kenneth Ostmann
Title:   Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XIV CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XIX CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XV CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XVI CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XVII CLO Limited, as a Term Loan Lender
BY: its investment advisor, MJX Asset Management, LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XVIII CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VENTURE XX CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXI CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXII CLO Limited, as a Term Loan Lender
By: its investment advisor MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXIII CLO, Limited, as a Term Loan Lender
By: its investment advisor MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXIV CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Asset Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Venture XXVI CLO, Limited, as a Term Loan Lender
By: its investment advisor
MJX Venture Management LLC
By	/s/ Kenneth Ostmann
Name:	Kenneth Ostmann
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Global Multi Sector Income Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Multi-Sector Intermediate Bond Fund f/k/a Virtus Multi Sector Fixed Income Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Bond Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Senior Floating Rate Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Tactical Allocation Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Virtus Total Return Fund, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

VVIT: Virtus Multi-Sector Fixed Income Series, as a Term Loan Lender
By	/s/ Kyle Jennings
Name:	Kyle Jennings
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Wells Fargo Bank, N.A., as a Revolving Lender
By	/s/ Bobby Ausman
Name:	Bobby Ausman
Title:	Vice President

[Signature Page to First Amendment]

WELLS FARGO BANK N.A., as a Term Loan Lender
By	/s/ Brain Grabenstein
Name:	Brain Grabenstein
Title:	MD

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Term Loan Lender
By	/s/ Jill Hamilton
Name:	Jill Hamilton
Title:	Director
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

Wintrust Bank, as a Term Loan Lender
By	/s/ Amanda Scott
Name:	Amanda Scott
Title:	Officer
[[For Term Loan Lenders requiring a second signature block]
By
Name:
Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☒ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

WM Pool - High Yield Fixed Interest Trust, as a Term Loan Lender
By: Loomis, Sayles & Company, L.P., its Investment Manager
By: Loomis, Sayles & Company, Incorporated, its General Partner
By	/s/ Mary McCarthy
Name:	Mary McCarthy
Title:	Vice President, Legal and Compliance Analyst
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☑ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ZAIS CLO 1, Limited, as a Term Loan Lender
ZAIS CLO 1, Limited
By	/s/ Vincent Ingato
Name:	Vincent Ingato
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ZAIS CLO 2, Limited, as a Term Loan Lender
ZAIS CLO 2, Limited
By	/s/ Vincent Ingato
Name:	Vincent Ingato
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ZAIS CLO 3, Limited, as a Term Loan Lender
ZAIS CLO 3, Limited
By	/s/ Vincent Ingato
Name:	Vincent Ingato
Title:	Managing Director
For Term Loan Lenders requiring a second signature block
By
Name:
Title:

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☑ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

[Signature Page to First Amendment]

ANNEX I TO FIRST AMENDMENT

TERM LOAN LENDER CONSENT TO

FIRST AMENDMENT TO CREDIT AGREEMENT

[NAME OF TERM LOAN LENDER], as a Term Loan Lender

By

Name:

Title:

[[For Term Loan Lenders requiring a second signature block]

By

Name:

Title:]

PROCEDURE FOR TERM LOAN LENDERS:

The above-named Term Loan Lender elects to:

OPTION A — CONSENT TO AMENDMENT AND CONTINUATION OF EXISTING TERM LOANS (CASHLESS OPTION): ☐ Consent and agree to the First Amendment and continue as a Term Loan Lender under the Credit Agreement after giving effect to the First Amendment.

OPTION B — CONSENT TO AMENDMENT VIA CASH SETTLEMENT: ☐ Consent to the First Amendment and agree to sell all of its existing Term Loans to the Replacement Lender pursuant to a Master Assignment.

Annex I

ANNEX II TO FIRST AMENDMENT

REVOLVING LENDER CONSENT TO

FIRST AMENDMENT TO CREDIT AGREEMENT

[NAME OF REVOLVING LENDER], as a Revolving Lender

By

Name:

Title:

[[For Revolving Lenders requiring a second signature block]

By

Name:

Title:]

Annex II

ANNEX III TO FIRST AMENDMENT

FORM OF MASTER ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Master Assignment”) is dated as of the Effective Date set forth below and is entered into by and between each Assignor identified in Section 1 below (each, an “Assignor”) and Goldman Sachs Lending Partners LLC (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, each Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the applicable Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) all of the applicable Assignor’s rights and obligations in its capacity as a Term Loan Lender and/or Revolving Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest of all of the applicable Assignor’s outstanding rights and obligations under the respective facilities identified opposite such Assignor’s name on Schedule I hereto (including, without limitation, any letters of credit, guaranties, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the applicable Assignor (in its capacity as a Term Loan Lender and/or Revolving Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the applicable Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to any Assignor and, except as expressly provided in this Assignment, without representation or warranty by any Assignor.

By purchasing the Assigned Interest, the Assignee agrees that, for purposes of that certain First Amendment to Credit and Guaranty Agreement, dated as of April 17, 2017 (the “First Amendment”), by and among the Borrower,  by its General Partner, the Sponsor and certain subsidiaries of the Borrower, as Guarantors, the Requisite Lenders, the Replacement Lender and the Consenting Lenders referred to therein and the Administrative Agent, it shall be deemed to have consented and agreed to the First Amendment.

Annex III-1

1.	Assignor	Each person identified on Schedule I hereto
2.	Assignee:	GOLDMAN SACHS LENDING PARTNERS LLC
3.	Borrower:	APLP HOLDINGS LIMITED PARTNERSHIP
4.	Administrative Agent:	GOLDMAN SACHS LENDING PARTNERS LLC, as the administrative agent under the Credit Agreement
5.	Credit Agreement:	The Credit and Guaranty Agreement, dated as of April 13, 2016 (as it may be amended, restated, extended, supplemented or otherwise modified from time to time; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, by its General Partner, ATLANTIC POWER GP II INC., ATLANTIC POWER CORPORATION ("Sponsor") and certain subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A. ("Bank of America"), as L/C Issuers, GOLDMAN SACHS LENDING PARTNERS LLC ("Goldman Sachs") and Bank of America, as Joint Syndication Agents, Goldman Sachs as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent") and as Collateral Agent (together with its permitted successors in such capacity, "Collateral Agent"), Goldman Sachs, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, RBC CAPITAL MARKETS, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., a member of MUFG, a global financial group, WELLS FARGO SECURITIES, LLC, and INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH, in their respective capacities as Arrangers and Bookrunners.
6.	Assigned Interests:	As indicated on Schedule I hereto.
Effective Date:	April 17, 2017

Annex III-2

The terms set forth in this Assignment are hereby agreed to:

	ASSIGNEE:
	GOLDMAN SACHS LENDING PARTNERS LLC
	By:
		Authorized Signatory
Consented to and Accepted:
GOLDMAN SACHS LENDING PARTNERS LLC,
as Administrative Agent
By:
Authorized Signatory
Consented to:
APLP HOLDINGS LIMITED PARTNERSHIP, as Borrower, by its General Partner,
ATLANTIC POWER GP II INC.
By:
Authorized Signatory

Annex III-3

ANNEX 1

STANDARD TERMS AND CONDITIONS FOR MASTER ASSIGNMENT

AND ASSUMPTION AGREEMENT

1.           Representations and Warranties.

1.1         Assignor. Each Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the "Credit Documents"), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2         Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement, (iii) from and after the Effective Date of the assignment, it shall be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, and (vii) attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (in particular, as prescribed in Section 2.21(c) thereof), duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such

Annex III-4

documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.           Payments. All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1         From and after the Effective Date of the assignment, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the applicable Assignor for amounts which have accrued to but excluding the Effective Date of the assignment and to the Assignee for amounts which have accrued from and after the Effective Date of the assignment. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date of the assignment to the Assignee.

3.           General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK.

[Remainder of page intentionally left blank.]

Annex III-5

SCHEDULE I TO

MASTER ASSIGNMENT AND ASSUMPTION

Term Loans

Assignor	Aggregate Amount of Commitments/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans1
	$	$	%
	$	$	%

Revolving Commitments/Revolving Loans

			2
Assignor	Aggregate Amount of Commitments/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
	$	$	%
	$	$	%

1 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Annex III-6

EX-31.1

Exhibit 31.1

Certifications

I, James J. Moore, certify that:

1. I have reviewed this Quarterly Report on Form 10‑Q of Atlantic Power Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 4, 2017	/s/ James J. Moore, Jr.
	James J. Moore, Jr.
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certifications

I, Terrence Ronan, certify that:

1. I have reviewed this Quarterly Report on Form 10‑Q of Atlantic Power Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

ay
Date: May 4, 2017	/s/ Terrence Ronan
	Terrence Ronan
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES‑OXLEY ACT OF 2002

The undersigned officer of Atlantic Power Corporation (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10‑Q for the period ended March 31, 2017 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2017	/s/ James J. Moore, Jr.
	James J. Moore, Jr.
	President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES‑OXLEY ACT OF 2002

The undersigned officer of Atlantic Power Corporation (the “Company”) hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10‑Q for the period ended March 31, 2017 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 4, 2017	/s/ Terrence Ronan
	Terrence Ronan
	Chief Financial Officer

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 02, 2017
Document and Entity Information
Entity Registrant Name	ATLANTIC POWER CORP
Entity Central Index Key	0001419242
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		115,229,497
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 91.5	$ 85.6
Restricted cash	10.0	13.3
Accounts receivable	37.1	37.3
Current portion of derivative instruments asset (Notes 5 and 6)	3.7	4.0
Inventory	16.2	16.0
Prepayments	9.8	5.9
Other current assets	2.6	2.8
Total current assets	170.9	164.9
Property, plant, and equipment, net	717.0	733.2
Equity investments in unconsolidated affiliates (Note 3)	272.2	266.8
Power purchase agreements and intangible assets, net	236.6	246.2
Goodwill	36.0	36.0
Derivative instruments asset (Notes 5 and 6)	4.1	4.6
Other assets	4.7	5.1
Total assets	1,441.5	1,456.8
Current liabilities:
Accounts payable	4.7	4.5
Accrued interest	4.3	0.7
Other accrued liabilities	20.6	24.4
Current portion of long-term debt (Note 4)	109.4	111.9
Current portion of derivative instruments liability (Notes 5 and 6)	6.0	7.6
Other current liabilities	9.7	1.8
Total current liabilities	154.7	150.9
Long-term debt, net of unamortized discount and deferred financing costs (Note 4)	728.3	749.2
Convertible debentures, net of unamortized deferred financing costs	101.1	100.4
Derivative instruments liability (Notes 5 and 6)	23.4	21.3
Deferred income taxes	67.3	68.3
Power purchase and fuel supply agreement liabilities, net	24.9	25.3
Other long-term liabilities	56.0	55.5
Total liabilities	1,155.7	1,170.9
Equity
Common shares, no par value, unlimited authorized shares; 115,229,497 and 114,649,888 issued and outstanding at March 31, 2017 and December 31, 2016	1,273.4	1,272.9
Accumulated other comprehensive loss (Note 2)	(146.4)	(148.5)
Retained deficit	(1,062.5)	(1,059.8)
Total Atlantic Power Corporation shareholders' equity	64.5	64.6
Preferred shares issued by a subsidiary company (Note 10)	221.3	221.3
Total equity	285.8	285.9
Total liabilities and equity	$ 1,441.5	$ 1,456.8

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
CONSOLIDATED BALANCE SHEETS
Common shares, no par value (in dollars per share)	$ 0	$ 0
Common Stock, Shares Authorized, Unlimited	Unlimited	Unlimited
Common shares, issued shares (in shares)	115,229,497	114,649,888
Common shares, outstanding shares (in shares)	115,229,497	114,649,888

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Project revenue:
Energy sales	$ 37.1	$ 52.5
Energy capacity revenue	19.5	31.9
Other	41.8	22.0
Total project revenue	98.4	106.4
Project expenses:
Fuel	28.9	38.9
Operations and maintenance	20.4	21.2
Depreciation and amortization	29.5	24.8
Total project costs	78.8	84.9
Project other expenses:
Change in fair value of derivative instruments (Notes 5 and 6)	(1.2)	(1.2)
Equity in earnings of unconsolidated affiliates (Note 3)	9.0	10.7
Interest expense, net	(2.2)	(2.1)
Other income (expense), net	0.1	(0.2)
Total project other income (expense)	5.7	7.2
Project income	25.3	28.7
Administrative and other expenses:
Administration	6.4	6.1
Interest, net	17.3	16.6
Foreign exchange loss (Note 6)	2.5	19.8
Other income, net		(2.5)
Total administrative and other expenses (income)	26.2	40.0
Loss from operations before income taxes	(0.9)	(11.3)
Income tax (benefit) expense (Note 7)	(0.3)	1.6
Net loss	(0.6)	(12.9)
Net income attributable to preferred shares dividends of a subsidiary company	2.1	2.0
Net loss attributable to Atlantic Power Corporation	$ (2.7)	$ (14.9)
Net loss per share attributable to Atlantic Power Corporation shareholders: (Note 9)
Basic	$ (0.02)	$ (0.12)
Diluted	$ (0.02)	$ (0.12)
Weighted average number of common shares outstanding: (Note 9)
Basic (in shares)	114.8	121.9
Diluted (in shares)	114.8	121.9

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
Net loss	$ (0.6)	$ (12.9)
Other comprehensive loss, net of tax
Unrealized loss on hedging activities	(0.2)	(0.5)
Net amount reclassified to earnings	0.3	0.2
Net unrealized gain (loss) on derivatives	0.1	(0.3)
Defined benefit plan, net of tax	0.1
Foreign currency translation adjustments	2.0	18.5
Other comprehensive income, net of tax	2.2	18.2
Comprehensive income	1.6	5.3
Less: Comprehensive income attributable to preferred share dividends of a subsidiary company	2.1	2.0
Comprehensive (loss) income attributable to Atlantic Power Corporation	$ (0.5)	$ 3.3

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash provided by operating activities:
Net loss	$ (0.6)	$ (12.9)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	29.5	24.8
Loss on sale of assets		0.2
Gain on purchase and cancellation of convertible debentures		(2.5)
Stock-based compensation expense	0.4	0.6
Equity in earnings from unconsolidated affiliates	(9.0)	(10.7)
Distributions from unconsolidated affiliates	3.7	4.3
Unrealized foreign exchange loss	2.5	20.1
Change in fair value of derivative instruments	1.2	1.2
Change in deferred income taxes	(1.2)	0.1
Change in other operating balances
Accounts receivable	0.2	(0.5)
Inventory	(0.1)	2.8
Prepayments and other assets	(0.5)	(10.4)
Accounts payable	(0.4)	1.4
Accruals and other liabilities	8.4	10.9
Cash provided by operating activities	34.1	29.4
Cash provided by investing activities:
Change in restricted cash	3.3	5.2
Reimbursement of costs for third-party construction project		4.7
Purchase of property, plant and equipment	(2.0)	(0.7)
Cash provided by investing activities	1.3	9.2
Cash used in financing activities:
Common share repurchases		(0.9)
Repayment of corporate and project-level debt	(27.4)	(27.5)
Repayment of convertible debentures		(16.3)
Dividends paid to preferred shareholders	(2.1)	(2.0)
Cash used in financing activities	(29.5)	(46.7)
Net increase (decrease) in cash and cash equivalents	5.9	(8.1)
Cash and cash equivalents at beginning of period	85.6	72.4
Cash and cash equivalents at end of period	91.5	64.3
Supplemental cash flow information
Interest paid	13.1	10.2
Income taxes paid, net	$ 0.9	0.9
Accruals for construction in progress		$ 1.0

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Nature of business

3 Months Ended

Mar. 31, 2017

Nature of business

Nature of business

1. Nature of business

General

Atlantic Power owns and operates a diverse fleet of power generation assets in the United States and Canada. Our power generation projects sell electricity to utilities and other large commercial customers largely under long‑term power purchase agreements (“PPAs”), which seek to minimize exposure to changes in commodity prices. As of March 31 2017, our power generation projects had an aggregate gross electric generation capacity of approximately 2,138 megawatts (“MW”) in which our aggregate ownership interest is approximately 1,500 MW. Our current portfolio consists of interests in twenty-three power generation projects across nine states in the United States and two provinces in Canada. Nineteen of the projects are currently operational, totaling 1,975 MW on a gross capacity basis and 1,337 MW on a net ownership basis. The remaining four projects, all in Ontario, are not operational, three due to revised contractual arrangements with the offtaker and the other, Tunis, has a forward-starting 15-year contractual agreement that will commence between November 2017 and June 2019. Eighteen of our projects are majority‑owned.

Atlantic Power is a corporation established under the laws of the Province of Ontario on June 18, 2004 and continued to the Province of British Columbia on July 8, 2005. Our shares trade on the Toronto Stock Exchange under the symbol “ATP” and on the New York Stock Exchange under the symbol “AT.” Our registered office is located at 215-10451 Shellbridge Way, Richmond, British Columbia V6X 2W8 Canada and our headquarters is located at 3 Allied Drive, Suite 220, Dedham, Massachusetts 02026, USA. Our telephone number in Dedham is (617) 977‑2400 and the address of our website is www.atlanticpower.com. Information contained on Atlantic Power’s website or that can be accessed through its website is not incorporated into and does not constitute a part of this Quarterly Report on Form 10‑Q. We have included our website address only as an inactive textual reference and do not intend it to be an active link to our website. We make available on our website, free of charge, our Annual Report on Form 10‑K, Quarterly Reports on Form 10‑Q, Current Reports on Form 8‑K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Additionally, we make available on our website our Canadian securities filings, which are not incorporated by reference into our Exchange Act filings.

Basis of presentation

The interim consolidated financial statements included in this Quarterly Report on Form 10‑Q have been prepared in accordance with the SEC regulations for interim financial information and with the instructions to Form 10‑Q. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to our financial statements in our Annual Report on Form 10‑K for the year ended December 31, 2016. Interim results are not necessarily indicative of results for the full year.

In our opinion, the accompanying unaudited interim consolidated financial statements present fairly our consolidated financial position as of March 31, 2017, the results of operations and comprehensive (loss) income for the three months ended March 31, 2017 and 2016, and our cash flows for the three months ended March 31, 2017 and 2016 in accordance with U.S generally accepted accounting policies. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included.

Use of estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the useful lives and recoverability of property, plant and equipment, valuation of goodwill, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the fair value of financial instruments and derivatives, pension obligations, asset retirement obligations and equity-based compensation. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2016. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

Recently issued accounting standards

Adopted

In July 2015, the FASB issued changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes became effective for us on January 1, 2017 and did not have an impact on the consolidated financial statements.

In November 2015, the FASB issued changes to the balance sheet classification of deferred taxes. These changes simplify the presentation of deferred income taxes by requiring all deferred income tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by these changes. The new guidance became effective for us on January 1, 2017 and did not have an impact on the consolidated financial statements.

In March 2016, the FASB issued authoritative guidance intended to simplify and improve several aspects of the accounting for share-based payment transactions. The new guidance includes amendments to share-based accounting for forfeitures and income taxes, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified in the statement of cash flows. We have elected to continue our policy of estimating forfeitures each period. This guidance became effective for us on January 1, 2017 and did not have an impact on our financial position and results of operations upon its adoption.

Issued

In May 2014, the FASB issued new recognition and disclosure requirements for revenue from contracts with customers, which supersedes the existing revenue recognition guidance. The new recognition requirements focus on when the customer obtains control of the goods or services, rather than the current risks and rewards model of recognition. The core principle of the new standard is that an entity will recognize revenue when it transfers goods or services to its customers in an amount that reflects the consideration an entity expects to be entitled to for those goods or services. The new disclosure requirements will include information intended to communicate the nature, amount, timing and any uncertainty of revenue and cash flows from applicable contracts, including any significant judgments and changes in judgments and assets recognized from the costs to obtain or fulfill a contract. Entities will generally be required to make more estimates and use more judgment under the new standard. The new requirements will be effective for us beginning January 1, 2018, and may be implemented either retrospectively for all periods presented, or as a cumulative-effect adjustment as of January 1, 2018. Early adoption is permitted, but not before January 1, 2017. Management is currently evaluating the potential impact of this new guidance on our consolidated financial statements. We have developed a project plan to assess the potential impact of the standard and have evaluated a sampling of our most significant contracts (PPAs). We have approximately 20 PPAs at our consolidated projects that require further analysis under this standard. Currently we recognize energy revenue upon transmission to the customer. Capacity revenue is recognized when billed as hours are made available under the terms of the relevant PPA. Our current policy appears to be in compliance with the new standard’s focus on when the customer obtains control of the goods or services. However, these agreements are complex and still require significant analysis prior to reaching a conclusion as to how the adoption of the standard will impact our financial position, results of operations and cash flows. Upon adoption, we expect to utilize the cumulative-effect adjustment method upon adoption as of January 1, 2018.

In February 2016, the FASB issued authoritative guidance intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance should be applied under a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any leases that expire before the initial application date will not require any accounting adjustment. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our financial position and results of operations upon adoption of this guidance.

In August 2016, the FASB issued authoritative guidance intended to clarify classification of specific cash flows that have aspects of more than one class of cash flows. As a result of this new guidance, entities should be applying specific GAAP in the following eight cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The guidance is not expected to have a material impact on the consolidated financial statements.

In November 2016, the FASB issued authoritative guidance to address diversity in practice of presenting changes in restricted cash on the statement of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. This guidance will change our presentation of restricted cash in the consolidated statements of cash flows upon adoption.

In October 2016, the FASB issued authoritative guidance, which amends existing guidance related to the recognition of current and deferred incomes taxes for intra-entity asset transfers. Under the new guidance, current and deferred income tax consequences of an intra-entity asset transfer, other than an intra-entity asset transfer of inventory, are now recognized when the transfer occurs. The guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. We are currently evaluating the potential impact of the adoption on the consolidated financial statements.

In January 2017, the FASB issued authoritative guidance, which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. We plan to adopt this guidance at the earlier of an event-driven impairment test in 2017 or when we perform our annual goodwill impairment test in the fourth quarter of 2017. We cannot assess the impact on our financial statements because the determination will be made based on a fair value measurement at the time the test is conducted.

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Changes in accumulated other comprehensive loss by component

3 Months Ended

Mar. 31, 2017

Equity

Changes in accumulated other comprehensive loss by component

2. Changes in accumulated other comprehensive loss by component

The changes in accumulated other comprehensive loss by component were as follows:

	Three Months Ended March 31,
	2017		2016
Foreign currency translation
Balance at beginning of period	$	(148.3)	$	(139.1)
Other comprehensive loss:
Foreign currency translation adjustments(1)		2.0		18.4
Balance at end of period	$	(146.3)	$	(120.7)
Pension
Balance at beginning of period	$	(0.9)	$	(0.4)
Other comprehensive loss:
Curtailment gain		0.1		—
Tax benefit (expense)		—		—
Total Other comprehensive (loss) income before reclassifications, net of tax		0.1		—
Total amount reclassified from accumulated other comprehensive loss, net of tax		—		—
Total other comprehensive income		0.1		—
Balance at end of period	$	(0.8)	$	(0.4)
Cash flow hedges
Balance at beginning of period	$	0.7	$	0.2
Other comprehensive loss:
Net change from periodic revaluations		(0.3)		(0.8)
Tax benefit		0.1		0.3
Total Other comprehensive loss before reclassifications, net of tax		(0.2)		(0.5)
Net amount reclassified to earnings:
Interest rate swaps(2)		0.5		0.3
Tax expense		(0.2)		(0.1)
Total amount reclassified from accumulated other comprehensive loss, net of tax		0.3		0.2
Total other comprehensive income (loss)		0.1		(0.3)
Balance at end of period	$	0.8	$	(0.1)

⁽¹⁾ In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings (loss).

⁽²⁾ This amount was included in interest expense, net on the accompanying consolidated statements of operations.

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Equity method investments in unconsolidated affiliates

3 Months Ended

Mar. 31, 2017

Equity method investments in unconsolidated affiliates

Equity method investments in unconsolidated affiliates

3. Equity method investments in unconsolidated affiliates

The following summarizes the operating results for the three months ended March 31, 2017 and 2016, respectively, for our proportional ownership interest in equity method investments:

	Three Months Ended March 31,
Operating results	2017		2016
Revenue
Frederickson	$	5.3	$	5.1
Orlando Cogen, LP		13.2		13.4
Koma Kulshan Associates		0.3		0.4
Chambers Cogen, LP		12.3		12.7
Selkirk Cogen Partners, LP		0.7		1.4
		31.8		33.0
Project expenses
Frederickson		4.3		4.5
Orlando Cogen, LP		7.1		6.6
Koma Kulshan Associates		0.3		0.1
Chambers Cogen, LP		9.2		8.8
Selkirk Cogen Partners, LP		1.4		1.8
		22.3		21.8
Project other expense
Frederickson		—		—
Orlando Cogen, LP		—		—
Koma Kulshan Associates		—		—
Chambers Cogen, LP		(0.5)		(0.5)
Selkirk Cogen Partners, LP		—		—
		(0.5)		(0.5)
Project income (loss)
Frederickson		1.0		0.6
Orlando Cogen, LP		6.1		6.8
Koma Kulshan Associates		—		0.2
Chambers Cogen, LP		2.6		3.4
Selkirk Cogen Partners, LP		(0.7)		(0.3)
	$	9.0	$	10.7
Equity in earnings of unconsolidated affiliates
Distributions from equity method investments		(3.7)		(4.3)
Excess in earnings of equity method investments, net of distributions	$	5.4	$	6.4

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Long-term debt

3 Months Ended

Mar. 31, 2017

Long-term debt

Long-term debt

4. Long‑term debt

Long‑term debt consists of the following:

	March 31,		December 31,
	2017		2016		Interest Rate
Recourse Debt:
Senior secured term loan facility, due 2023(1)	$	614.9	$	639.9	LIBOR(2)(3)	plus	5.00	%
Senior unsecured notes, due June 2036 (Cdn$210.0)		157.9		156.4			5.95	%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		11.9		13.5	LIBOR	plus	3.125	%
Cadillac term loan, due 2025		26.3		27.0	LIBOR	plus	1.37	%
Piedmont term loan, due 2018		56.6		56.6	LIBOR	plus	3.75	%
Other long-term debt		0.2		0.2	5.50	%  -	6.70	%
Less: unamortized discount		(16.1)		(17.2)
Less: unamortized deferred financing costs		(14.0)		(15.3)
Less: current maturities		(109.4)		(111.9)
Total long-term debt	$	728.3	$	749.2

Current maturities consist of the following:

	March 31,		December 31,
	2017		2016		Interest Rate
Current Maturities:
Senior secured term loan facility, due 2023(1)	$	97.5	$	100.0	LIBOR(2)(3)	plus	5.00	%
Epsilon Power Partners term facility, due 2019		6.3		6.2	LIBOR	plus	3.125	%
Cadillac term loan, due 2025		3.0		3.0	LIBOR	plus	1.37	%
Piedmont term loan, due 2018		2.5		2.5	LIBOR	plus	3.75	%
Other short-term debt		0.1		0.2	5.50	%  -	6.70	%
Total current maturities	$	109.4	$	111.9

⁽¹⁾ On a quarterly basis, we make a cash sweep payment to fund the principal balance, based on terms as defined in the term loan credit agreement. The portion of the senior secured term loan facility classified as current is based on principal payments required to reduce the aggregate principal amount of senior secured term loan outstanding to achieve a target principal amount that declines quarterly based on a pre-determined specified schedule.

⁽²⁾ LIBOR cannot be less than 1.00%. We have entered into interest rate swap agreements to mitigate the exposure to changes in LIBOR for $395.4 million of the $614.9 million outstanding aggregate borrowings under our senior secured term loan facility at March 31, 2017. See Note 6, Accounting for derivative instruments and hedging activities for further details.

⁽³⁾ In April 2017, the interest rate for the senior secured term loan facility was amended to LIBOR plus 4.25%. LIBOR cannot be less than 1.00%.

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Fair value of financial instruments

3 Months Ended

Mar. 31, 2017

Fair value of financial instruments

Fair value of financial instruments

5. Fair value of financial instruments

The following represents the recurring measurements of fair value hierarchy of our financial assets and liabilities that were recognized at fair value as of March 31, 2017 and December 31, 2016. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

	March 31, 2017
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	91.5	$	—	$	—	$	91.5
Restricted cash		10.0		—		—		10.0
Derivative instruments asset		—		7.8		—		7.8
Total	$	101.5	$	7.8	$	—	$	109.3
Liabilities:
Derivative instruments liability	$	—	$	29.4	$	—	$	29.4
Total	$	—	$	29.4	$	—	$	29.4

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	85.6	$	—	$	—	$	85.6
Restricted cash		13.3		—		—		13.3
Derivative instruments asset		—		8.6		—		8.6
Total	$	98.9	$	8.6	$	—	$	107.5
Liabilities:
Derivative instruments liability	$	—	$	28.9	$	—	$	28.9
Total	$	—	$	28.9	$	—	$	28.9

The fair values of our derivative instruments are based upon trades in liquid markets. Valuation model inputs can generally be verified and valuation techniques do not involve significant judgment. The fair values of such financial instruments are classified within Level 2 of the fair value hierarchy. We use our best estimates to determine the fair value of commodity and derivative contracts we hold. These estimates consider various factors including closing exchange prices, time value, volatility factors and credit exposure. The fair value of each contract is discounted using a risk-free interest rate.

We also adjust the fair value of financial assets and liabilities to reflect credit risk, which is calculated based on our credit rating and the credit rating of our counterparties. As of March 31, 2017, the credit valuation adjustments resulted in a $4.1 million net increase in fair value, which consists of a $0.3 million pre‑tax gain in other comprehensive income and a $3.8 million gain in change in fair value of derivative instruments. As of December 31, 2016, the credit valuation adjustments resulted in a $3.8 million net increase in fair value, which consists of a $0.3 million pre‑tax gain in other comprehensive income and a $3.5 million gain in change in fair value of derivative instruments.

The carrying amounts for cash and cash equivalents and restricted cash approximate fair value due to their short-term nature.

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Accounting for derivative instruments and hedging activities

3 Months Ended

Mar. 31, 2017

Accounting for derivative instruments and hedging activities

Accounting for derivative instruments and hedging activities

6. Accounting for derivative instruments and hedging activities

We recognize all derivative instruments on the balance sheet as either assets or liabilities and measure them at fair value in each reporting period. We have one contract designated as a cash flow hedge, and we defer the effective portion of the change in fair value of the derivatives in accumulated other comprehensive income (loss), until the hedged transactions occur and are recognized in earnings (loss). The ineffective portion of a cash flow hedge is immediately recognized in earnings (loss). For our other derivatives that are not designated as cash flow hedges, the changes in the fair value are immediately recognized in earnings (loss). These guidelines apply to our natural gas swaps, interest rate swaps, and foreign exchange contracts.

Gas purchase and sale agreements

We have entered into various gas purchase and sale agreements for our Nipigon projects that expire ranging from October 31, 2018 through December 31, 2022. In June 2014, Atlantic Power Limited Partnership (“APLP”) entered into contracts for the purchase of 2.9 million Gigajoules (“Gj”) of future natural gas purchases beginning on November 1, 2014 and expiring on December 31, 2017 for our projects in Ontario. In December 2016, we also entered into a gas purchase agreement for our Kenilworth project to fix the price of 0.8 million Mmbtu of natural purchases beginning on January 1, 2017 and expiring on December 31, 2017. These agreements do not qualify for the normal purchase normal sales (“NPNS”) exemption and are accounted for as derivative financial instruments because we could not conclude that it is probable that these contracts will not settle net and will result in physical delivery. These derivative financial instruments are recorded in the consolidated balance sheets at fair value and the changes in their fair market value are recorded in the consolidated statements of operations.

Natural gas swaps

Our strategy to mitigate future exposure to changes in natural gas prices at our projects consists of periodically entering into financial swaps that effectively fix the price of natural gas expected to be purchased at these projects. These natural gas swaps are derivative financial instruments and are recorded in the consolidated balance sheets at fair value and the changes in their fair market value are recorded in the consolidated statements of operations.

We have entered into various natural gas swaps to effectively fix the price of 6.8 million Mmbtu of future natural gas purchases at Orlando, which is approximately 90% of our share of the expected natural gas purchases at the project through December 2018. These contracts are accounted for as derivative financial instruments and are recorded in the consolidated balance sheet at fair value at March 31, 2017. Changes in the fair market value of these contracts are recorded in the consolidated statement of operations.

Interest rate swaps

Atlantic Power Limited Partnership Holdings (“APLP Holdings”) has entered into several interest rate swap agreements to mitigate its exposure to changes in interest at the Adjusted Eurodollar Rate for $395.4 million notional amount of the remaining $614.9 million aggregate principal amount of borrowings under the senior secured term loans. These interest rate swap agreements expire at various dates through March 31, 2020. Borrowings under the senior secured term loans bear interest at a rate equal to the Adjusted Eurodollar Rate plus an applicable margin of 5.00%. Based on the terms of the Credit Agreement, the Adjusted Eurodollar Rate cannot be less than 1.00% resulting in a minimum of a 6.00% all-in rate on the senior secured term loans. As a result of entering into the swap agreements, the all-in rate for $395.4 million of the senior secured term loans cannot be less than 6.00%, if the Adjusted Eurodollar Rate is equal to or greater than 1.00%. In April 2017, the interest rate for the senior secured term loans was amended to the Adjusted Eurodollar Rate plus an applicable margin of 4.25%, resulting in a minimum of a 5.25% all-in rate.

The Piedmont project has interest rate swap agreements to economically fix its exposure to changes in interest rates related to its variable‑rate debt. The interest rate swap agreements effectively convert the floating rate debt from LIBOR plus an applicable margin of 3.75% to a fixed rate of 4.47% plus an applicable margin of 4.00% until the maturity of the debt in August 2018, resulting in an all‑in rate of 8.47%. The swap continues at the fixed rate of 4.47% until November 2030. The interest rate swaps expire on November 30, 2030. The interest rate swap agreements are not designated as hedges, and changes in their fair market value are recorded in the consolidated statements of operations.

The Cadillac project has an interest rate swap agreement that effectively fixes the interest rate at 6.1% through February 15, 2019, 6.3% from February 16, 2019 to February 15, 2023, and 6.4% thereafter. The notional amount of the interest rate swap agreement matches the outstanding principal balance over the remaining life of Cadillac’s debt. This swap agreement, which qualifies for and is designated as a cash flow hedge, is effective through June 2025 and the effective portion of the changes in the fair market value is recorded in accumulated other comprehensive loss.

Foreign currency forward contracts

We use foreign currency forward contracts to manage our exposure to changes in foreign exchange rates as we generate cash flow in U.S. dollars and Canadian dollars. We currently have Canadian dollar payment obligations for preferred dividends, interest on our Canadian dollar-denominated convertible debentures and our Medium Term Notes. Principal and interest payments for our senior secured term loans as well as our U.S dollar-denominated convertible debentures are made in U.S. dollars. We have a hedging strategy for the purpose of mitigating the currency risk impact on the future interest and principal payments, preferred dividends and other working capital requirements. In March 2017, we entered into foreign exchange forward contracts to sell Cdn$10 million at an exchange rate of 1.3381 on each of June 19, 2017, September 19, 2017 and December 19, 2017. The foreign currency forward contracts are not designated as hedges, and changes in their market value are recorded in foreign exchange on the consolidated statements of operations at March 31, 2017.

Volume of forecasted transactions

We have entered into derivative instruments in order to economically hedge the following notional volumes of forecasted transactions as summarized below, by type, excluding those derivatives that qualified for the NPNS exemption at March 31, 2017 and December 31, 2016:

		March 31,	December 31,
	Units	2017	2016
Natural gas swaps	Natural Gas (Mmbtu)	6.8	4.9
Gas purchase agreements	Natural Gas (Gigajoules)	12.5	11.3
Interest rate swaps	Interest (US$)	478.7	506.9
Foreign currency forward contracts	Dollars (Cdn$)	30.0	-

Fair value of derivative instruments

We disclose derivative instrument assets and liabilities on a trade‑by‑trade basis and do not offset amounts at the counterparty master agreement level. The following table summarizes the fair value of our derivative assets and liabilities:

	March 31, 2017
	Derivative		Derivative
	Assets		Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	0.7
Interest rate swaps long-term		—		1.9
Total derivative instruments designated as cash flow hedges		—		2.6
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		0.9		1.5
Interest rate swaps long-term		4.1		6.2
Natural gas swaps current		2.8		0.6
Natural gas swaps long-term		—		0.1
Gas purchase agreements current		—		3.0
Gas purchase agreements long-term		—		15.2
Foreign currency forward contracts current		—		0.2
Total derivative instruments not designated as cash flow hedges		7.8		26.8
Total derivative instruments	$	7.8	$	29.4

	December 31, 2016
	Derivative		Derivative
	Assets		Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	0.8
Interest rate swaps long-term		—		2.0
Total derivative instruments designated as cash flow hedges		—		2.8
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		0.4		1.9
Interest rate swaps long-term		4.5		6.5
Natural gas swaps current		3.9		0.8
Natural gas swaps long-term		0.1		—
Gas purchase agreements current		—		4.5
Gas purchase agreements long-term		—		12.7
Total derivative instruments not designated as cash flow hedges		8.9		26.4
Total derivative instruments	$	8.9	$	29.2

Accumulated other comprehensive income

The following table summarizes the changes in the accumulated other comprehensive income (loss) (“OCI”) balance attributable to derivative financial instruments designated as a hedge, net of tax:

	Interest Rate
Three Months Ended March 31, 2017	Swaps
Accumulated OCI balance at January 1, 2017	$	0.7
Change in fair value of cash flow hedges		(0.2)
Realized from OCI during the period		0.3
Accumulated OCI balance at March 31, 2017	$	0.8
	Interest Rate
Three Months Ended March 31, 2016	Swaps
Accumulated OCI balance at January 1, 2016	$	0.2
Change in fair value of cash flow hedges		(0.5)
Realized from OCI during the period		0.2
Accumulated OCI balance at March 31, 2016	$	(0.1)

Impact of derivative instruments on the consolidated statements of operations

The following table summarizes realized loss (gain) for derivative instruments not designated as cash flow hedges:

	Classification of loss (gain)	Three Months Ended March 31,
	recognized in income	2017		2016
Gas purchase agreements	Fuel	$	(0.4)	$	11.6
Natural gas swaps	Fuel		1.3		2.0
Interest rate swaps	Interest, net		0.9		0.6

The following table summarizes the unrealized gain (loss) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges:

	Classification of gain (loss)	Three Months Ended March 31,
	recognized in income	2017		2016
Natural gas swaps	Change in fair value of derivatives	$	0.2	$	1.8
Gas purchase agreements	Change in fair value of derivatives		(2.1)		(0.2)
Interest rate swaps	Change in fair value of derivatives		0.7		(2.8)
		$	(1.2)	$	(1.2)
Foreign currency forwards	Foreign exchange loss	$	(0.2)	$	—

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Income taxes

3 Months Ended

Mar. 31, 2017

Income tax benefit

Income taxes

7. Income taxes

	Three Months Ended March 31,
	2017		2016
Current income tax expense	$	0.9	$	1.5
Deferred income tax (benefit) expense		(1.2)		0.1
Total income tax (benefit) expense, net	$	(0.3)	$	1.6

For the three months endedMarch 31, 2017 and 2016

Income tax benefit for the three months ended March 31, 2017 was $0.3 million. Expected income tax benefit for the same period, based on the Canadian enacted statutory rate of 26%, was $0.2 million. The primary item increasing the tax rate for the three months ended March 31, 2017 was $0.7 million related to net increase to the Company’s valuation allowances in Canada due to an increase in tax assets. This was offset by $0.4 million relating to foreign exchange, $0.3 million relating to operating in higher tax rate jurisdictions and $0.1 million of other permanent differences.

Income tax expense for the three months ended March 31, 2016 was $1.6 million. Expected income tax benefit for the same period, based on the Canadian enacted statutory rate of 26%, was $3.0 million. The primary items increasing the tax rate for the three months ended March 31, 2016 were $2.8 million relating to a change in valuation allowance, $2.5 million related to foreign exchange, $0.6 million relating to dividend withholding and other taxes and $0.2 million of other permanent differences. These items were partially offset by $1.1 million relating to operating in higher tax rate jurisdictions and $0.4 million related to capital loss on intercompany notes.

As of March 31, 2017, we have recorded a valuation allowance of $186.6 million. The amount is comprised primarily of provisions against Canadian and U.S. net operating loss carryforwards. In assessing the recoverability of our deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon projected future taxable income in the United States and in Canada and available tax planning strategies.

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Equity compensation plans

3 Months Ended

Mar. 31, 2017

Equity compensation plans

Equity compensation plans

8. Equity compensation plans

Long‑term incentive plan (“LTIP”)

The following table summarizes the changes in outstanding LTIP notional units during the three months ended March 31, 2017:

		Grant Date
		Weighted-Average
	Units	Fair Value per Unit
Outstanding at December 31, 2016	2,101,118		2.08
Granted	1,817,463		2.38
Vested and redeemed	(869,419)		2.23
Forfeitures	(16,252)		2.32
Outstanding at March 31, 2017	3,032,910	$	2.22

Cash payments made for vested notional units for the three months ended March 31, 2017 and 2016 were $0.0 million and $0.1 million, respectively. Compensation expense for LTIP and Transition Equity Participation Agreement notional shares was $0.7 million for the three months ended March 31, 2017 and $0.2 million for the three months ended March 31, 2016, respectively.

Transition Equity Participation Agreement

We also have 539,904 transition notional shares outstanding at March 31, 2017 under the Transition Equity Participation Agreement with James J. Moore, Jr. Fifty percent of the transition notional shares granted with respect to fiscal year 2015 will vest upon the four-year anniversary of the date of grant and the remaining portion will vest on or any time after the two-year anniversary of the grant if the weighted average Canadian dollar closing price of our common shares on the TSX for at least three consecutive calendar months has exceeded the market price per common share determined as of January 22, 2015 (Cdn$3.18) by at least 50% (Cdn$4.77).

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Basic and diluted loss per share

3 Months Ended

Mar. 31, 2017

Basic and diluted loss per share

Basic and diluted loss per share

9. Basic and diluted loss per share

Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding during their respective period. Diluted loss per share is computed including dilutive potential shares as if they were outstanding shares during the year. Dilutive potential shares include the weighted average number of shares, as of the date such notional units were granted, that would be issued if the unvested notional units outstanding under the LTIP were vested and redeemed for shares under the terms of the LTIP.

Because we reported a loss for the three months ended March 31, 2017 and 2016, respectively, diluted earnings per share are equal to basic earnings per share as the inclusion of potentially dilutive shares in the computation is anti-dilutive.

The following table sets forth the diluted net income and potentially dilutive shares utilized in the per share calculation for the three months ended March 31, 2017 and 2016:

	2017		2016
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(2.7)	$	(14.9)
Denominator:
Weighted average basic shares outstanding		114.8		121.9
Dilutive potential shares:
Convertible debentures		8.1		21.6
LTIP notional units		0.1		0.2
Potentially dilutive shares		123.0		143.7
Basic and diluted loss per share attributable to Atlantic Power Corporation	$	(0.02)	$	(0.12)

The dilutive effect of our convertible debentures is calculated using the “if-converted method.” Under the if-converted method, the debentures are assumed to be converted at the beginning of the period, and the resulting common shares are included in the denominator of the diluted EPS calculation for the entire period being presented. Interest expense, net of any income tax effects, would be added back to the numerator for purposes of the if-converted calculation. Potentially dilutive shares from convertible debentures of 8.1 million and 21.6 million have been excluded from fully diluted shares in the three months ended March 31, 2017 and 2016, respectively, because their impact would be anti-dilutive. 

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Equity

3 Months Ended

Mar. 31, 2017

Equity

Equity

10. Equity

The following table provides a reconciliation of the beginning and ending equity attributable to shareholders of Atlantic Power Corporation, preferred shares issued by a subsidiary company and total equity for the three months ended March 31, 2017 and 2016:

	Three months ended  March 31, 2017
	Total Atlantic		Preferred shares
	Power Corporation		issued by a subsidiary
	Shareholders’ Equity		company		Total Equity
Balance at January 1, 2017	$	64.6	$	221.3	$	285.9
Net (loss) income		(2.7)		2.1		(0.6)
Realized and unrealized gain on hedging activities, net of tax		0.1		—		0.1
Foreign currency translation adjustment		2.0		—		2.0
Defined benefit plan, net of tax		0.1		—		0.1
Stock-based compensation		0.4		—		0.4
Dividends declared on preferred shares of a subsidiary company		—		(2.1)		(2.1)
Balance at March 31, 2017	$	64.5	$	221.3	$	285.8

	Three months ended  March 31, 2016
	Total Atlantic		Preferred shares
	Power Corporation		issued by a subsidiary
	Shareholders’ Equity		company		Total Equity
Balance at January 1, 2016	$	213.9	$	221.3	$	435.2
Net (loss) income		(14.9)		2.0		(12.9)
Realized and unrealized loss on hedging activities, net of tax		(0.3)		—		(0.3)
Foreign currency translation adjustment		18.5		—		18.5
Common share repurchases		(0.9)		—		(0.9)
Stock-based compensation		0.6		—		0.6
Dividends declared on preferred shares of a subsidiary company		—		(2.0)		(2.0)
Balance at March 31, 2016	$	216.9	$	221.3	$	438.2

Stock Repurchase Program

In December 2015, our Board of Directors approved an NCIB for each series of our convertible unsecured subordinated debentures, our common shares and for each series of the preferred shares of Atlantic Power Preferred Equity Ltd (“APPEL”), our wholly-owned subsidiary. The Board authorization permitted the Company to repurchase stock through open market repurchases. The NCIB expired on December 28, 2016. Through March 31, 2016, we repurchased and cancelled 0.6 million common shares at a total cost of $0.9 million. For the year ended December 31, 2016, we repurchased a cumulative 8.0 million common shares at a total cost of $19.5 million. Repurchases and retirement of common shares are recorded to common shares on the consolidated balance sheets.

On December 29, 2016, we commenced a new NCIB that will expire on December 28, 2017 or such earlier date as the Company and/or APPEL complete their respective purchases pursuant to the NCIBs.  Under the new NCIB, we may purchase up to approximately 11.3 million common shares, or 10% of our public float. We did not repurchase any common shares in the three months ended March 31, 2017.

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Segment and geographic information

3 Months Ended

Mar. 31, 2017

Segment and geographic information

Segment and geographic information

11. Segment and geographic information

We have four reportable segments: East U.S., West U.S., Canada and Un-Allocated Corporate. We analyze the performance of our operating segments based on Project Adjusted EBITDA, which is defined as project income (loss) plus interest, taxes, depreciation and amortization (including non-cash impairment charges) and changes in fair value of derivative instruments. We use Project Adjusted EBITDA to provide comparative information about segment performance without considering how projects are capitalized or whether they contain derivative contracts that are required to be recorded at fair value. Our equity investments in unconsolidated affiliates are presented as proportionately consolidated based on our ownership percentage in the reconciliation of Project Adjusted EBITDA to project income (loss).

A reconciliation of Project Adjusted EBITDA to net loss for the three months ended March 31, 2017 and 2016 is included in the table below:

							Un-Allocated
	East U.S.		West U.S.		Canada		Corporate		Consolidated
Three Months Ended March 31, 2017
Project revenues	$	36.1	$	23.4	$	38.7	$	0.2	$	98.4
Segment assets		628.3		304.9		292.9		215.4		1,441.5
Project Adjusted EBITDA	$	27.2	$	9.1	$	27.5	$	0.0	$	63.8
Change in fair value of derivative instruments		0.2		—		3.3		(2.3)		1.2
Depreciation and amortization		11.5		10.0		13.3		0.1		34.9
Interest, net		2.6		(0.2)		—		—		2.4
Project income (loss)		12.9		(0.7)		10.9		2.2		25.3
Administration		—		—		—		6.4		6.4
Interest expense, net		—		—		—		17.3		17.3
Foreign exchange loss		—		—		—		2.5		2.5
Income (loss) from continuing operations before income taxes		12.9		(0.7)		10.9		(24.0)		(0.9)
Income tax benefit		—		—		—		(0.3)		(0.3)
Net income (loss) from continuing operations	$	12.9	$	(0.7)	$	10.9	$	(23.7)	$	(0.6)

							Un-Allocated
	East U.S.		West U.S.		Canada		Corporate		Consolidated
Three Months Ended March 31, 2016
Project revenues	$	39.4	$	19.1	$	47.7	$	0.2	$	106.4
Segment assets		802.5		340.4		439.4		77.7		1,660.0
Project Adjusted EBITDA	$	30.3	$	7.5	$	24.8	$	(0.1)	$	62.5
Change in fair value of derivative instruments		0.7		—		(0.4)		0.9		1.2
Depreciation and amortization		11.0		9.9		8.8		0.2		29.9
Interest, net		2.5		—		—		—		2.5
Other project expense		—				—		0.2		0.2
Project income (loss)		16.1		(2.4)		16.4		(1.4)		28.7
Administration		—		—		—		6.1		6.1
Interest expense, net		—		—		—		16.6		16.6
Foreign exchange loss		—		—		—		19.8		19.8
Other income, net		—		—		—		(2.5)		(2.5)
Income (loss) from continuing operations before income taxes		16.1		(2.4)		16.4		(41.4)	$	(11.3)
Income tax expense		—		—		—		1.6		1.6
Net income (loss) from continuing operations	$	16.1	$	(2.4)	$	16.4	$	(43.0)	$	(12.9)

The table below provides information, by country, about our consolidated operations for each of the three months ended March 31, 2017 and 2016 and Property, Plant & Equipment as of March 31, 2017 and December 31, 2016, respectively. Revenue is recorded in the country in which it is earned and assets are recorded in the country in which they are located.

	Project Revenue Three Months Ended March 31,				Property, Plant and Equipment, net of accumulated depreciation
	2017		2016		March 31, 2017		December 31, 2016
United States	$	59.7	$	58.7	$	492.0	$	499.2
Canada		38.7		47.7		225.0		234.0
Total	$	98.4	$	106.4	$	717.0	$	733.2

Independent Electricity System Operator (“IESO”), Niagara Mohawk and BC Hydro provided 30.0%,  11.7% and 10.4%, respectively, of total consolidated revenues for the three months ended March 31, 2017. IESO, BC Hydro and Niagara Mohawk provided 38.1%,  14.2% and 9.9%, respectively, of total consolidated revenues for the three months ended March 31, 2016. IESO purchases electricity from the Calstock, Kapuskasing, Nipigon and North Bay projects in the Canada segment, San Diego Gas & Electric purchases electricity from the Naval Station, Naval Training Center, and North Island projects in the West U.S. segment, Niagara Mohawk purchases electricity from the Curtis Palmer project in the East U.S. segment, Georgia Power purchases electricity from the Piedmont project in the East U.S. segment and BC Hydro purchases electricity from the Mamquam, Moresby Lake, and Williams Lake projects in the Canada segment.

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Guarantees and Contingencies

3 Months Ended

Mar. 31, 2017

Contingencies

Guarantees and Contingencies

12. Guarantees and Contingencies

Guarantees

We and our subsidiaries enter into various contracts that include indemnification and guarantee provisions as a routine part of our business activities. Examples of these contracts include asset purchases and sale agreements, joint venture agreements, operation and maintenance agreements, and other types of contractual agreements with vendors and other third parties, as well as affiliates. These contracts generally indemnify the counterparty for tax, environmental liability, litigation and other matters, as well as breaches of representations, warranties and covenants set forth in these agreements.

Contingencies

Ontario Electricity Financial Corporation (“OEFC”) Settlement

On January 19, 2017, the Supreme Court of Canada denied the Ontario Electricity Financial Corporation (“OEFC”) leave to appeal the Ontario Court of Appeal Decision concerning the interpretation of the price escalator for power sold to the OEFC under certain power purchase agreements with non-utility generators. We were not party to that litigation. We did, however, enter into a standstill agreement with the OEFC in April 2015, with respect to our North Bay, Kapuskasing and Tunis projects, arising out of our disagreement with the OEFC over the interpretation of the price escalator calculation in our PPAs. Under the standstill agreement we reserved our right to bring claims against the OEFC and suspended the running of any applicable limitation period to bring such claims.

On April 27, 2017, we entered into a settlement agreement with the OEFC with respect to our standstill agreement. Under the terms of the settlement, the OEFC has agreed to pay us approximately Cdn$36.1 million, representing the application of the price escalator calculation under the respective PPAs for power sold to the OEFC beginning in April 2013 and through December 31, 2017.

Of the Cdn$36.1 million amount agreed upon in settlement, the OEFC previously paid Cdn$8.4 million for our North Bay and Kapuskasing plants representing the application of the price escalator calculation under their respective PPAs for power sold to the OEFC in 2016, as well as Cdn$2.3 million representing the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing for the three months ended March 31, 2017. The total Cdn$10.7 million received through March 31, 2017 is recorded as deferred revenue on the consolidated balance sheets at March 31, 2017. This amount, as well as Cdn$20.3 million that was received in May 2017 pursuant to the settlement agreement, will be recorded as revenue in the three and six months ended June 30, 2017, the period when all contingencies have been resolved. The remaining Cdn$5.1 million of the settlement relates to the application of the price escalator to the enhanced dispatch contracts at North Bay and Kapuskasing and will be recognized as revenue, when earned, through the expiration date of December 31, 2017.

From time to time, Atlantic Power, its subsidiaries and the projects are parties to disputes and litigation that arise in the normal course of business. We assess our exposure to these matters and record estimated loss contingencies when a loss is likely and can be reasonably estimated. There are no matters pending which are expected to have a material adverse impact on our financial position or results of operations or have been reserved for as of March 31, 2017.

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Subsequent events

3 Months Ended

Mar. 31, 2017

Subsequent events

Subsequent event

13. Subsequent events

Senior secured term loan facility repricing

On April 17, 2017, the repricing of the $615 million senior secured term loan and $200 million senior secured revolving credit facility became effective. As a result of the repricing, the interest rate margin on the term loan and revolver was reduced by 0.75% to LIBOR plus 4.25%. The LIBOR floor remains at 1.00% and the mandatory 1% annual amortization and cash sweep provisions of the term loan are unchanged. We will account for the repricing as a modification and record approximately $1.3 million of third-party costs as expense in the three months ended June 30, 2017.

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Summary of significant accounting policies (Policies)

3 Months Ended

Mar. 31, 2017

Nature of business

Basis of presentation

Basis of presentation

The interim consolidated financial statements included in this Quarterly Report on Form 10‑Q have been prepared in accordance with the SEC regulations for interim financial information and with the instructions to Form 10‑Q. The following notes should be read in conjunction with the accounting policies and other disclosures as set forth in the notes to our financial statements in our Annual Report on Form 10‑K for the year ended December 31, 2016. Interim results are not necessarily indicative of results for the full year.

In our opinion, the accompanying unaudited interim consolidated financial statements present fairly our consolidated financial position as of March 31, 2017, the results of operations and comprehensive (loss) income for the three months ended March 31, 2017 and 2016, and our cash flows for the three months ended March 31, 2017 and 2016 in accordance with U.S generally accepted accounting policies. In the opinion of management, all adjustments (consisting of normal recurring accruals and other adjustments) considered necessary for a fair presentation have been included.

Use of estimates

Use of estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the year. Actual results could differ from those estimates. During the periods presented, we have made a number of estimates and valuation assumptions, including the useful lives and recoverability of property, plant and equipment, valuation of goodwill, intangible assets and liabilities related to PPAs and fuel supply agreements, the recoverability of equity investments, the recoverability of deferred tax assets, tax provisions, the fair value of financial instruments and derivatives, pension obligations, asset retirement obligations and equity-based compensation. In addition, estimates are used to test long-lived assets and goodwill for impairment and to determine the fair value of impaired assets. These estimates and valuation assumptions are based on present conditions and our planned course of action, as well as assumptions about future business and economic conditions. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2016. As better information becomes available or actual amounts are determinable, the recorded estimates are revised. Should the underlying valuation assumptions and estimates change, the recorded amounts could change by a material amount.

Recently adopted and issued accounting standards

Recently issued accounting standards

Adopted

In July 2015, the FASB issued changes to the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. These changes became effective for us on January 1, 2017 and did not have an impact on the consolidated financial statements.

In November 2015, the FASB issued changes to the balance sheet classification of deferred taxes. These changes simplify the presentation of deferred income taxes by requiring all deferred income tax assets and liabilities, along with any related valuation allowance, to be classified as noncurrent in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by these changes. The new guidance became effective for us on January 1, 2017 and did not have an impact on the consolidated financial statements.

In March 2016, the FASB issued authoritative guidance intended to simplify and improve several aspects of the accounting for share-based payment transactions. The new guidance includes amendments to share-based accounting for forfeitures and income taxes, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified in the statement of cash flows. We have elected to continue our policy of estimating forfeitures each period. This guidance became effective for us on January 1, 2017 and did not have an impact on our financial position and results of operations upon its adoption.

Issued

In May 2014, the FASB issued new recognition and disclosure requirements for revenue from contracts with customers, which supersedes the existing revenue recognition guidance. The new recognition requirements focus on when the customer obtains control of the goods or services, rather than the current risks and rewards model of recognition. The core principle of the new standard is that an entity will recognize revenue when it transfers goods or services to its customers in an amount that reflects the consideration an entity expects to be entitled to for those goods or services. The new disclosure requirements will include information intended to communicate the nature, amount, timing and any uncertainty of revenue and cash flows from applicable contracts, including any significant judgments and changes in judgments and assets recognized from the costs to obtain or fulfill a contract. Entities will generally be required to make more estimates and use more judgment under the new standard. The new requirements will be effective for us beginning January 1, 2018, and may be implemented either retrospectively for all periods presented, or as a cumulative-effect adjustment as of January 1, 2018. Early adoption is permitted, but not before January 1, 2017. Management is currently evaluating the potential impact of this new guidance on our consolidated financial statements. We have developed a project plan to assess the potential impact of the standard and have evaluated a sampling of our most significant contracts (PPAs). We have approximately 20 PPAs at our consolidated projects that require further analysis under this standard. Currently we recognize energy revenue upon transmission to the customer. Capacity revenue is recognized when billed as hours are made available under the terms of the relevant PPA. Our current policy appears to be in compliance with the new standard’s focus on when the customer obtains control of the goods or services. However, these agreements are complex and still require significant analysis prior to reaching a conclusion as to how the adoption of the standard will impact our financial position, results of operations and cash flows. Upon adoption, we expect to utilize the cumulative-effect adjustment method upon adoption as of January 1, 2018.

In February 2016, the FASB issued authoritative guidance intended to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users to better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. The guidance should be applied under a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements. Any leases that expire before the initial application date will not require any accounting adjustment. This guidance is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the potential impact on our financial position and results of operations upon adoption of this guidance.

In August 2016, the FASB issued authoritative guidance intended to clarify classification of specific cash flows that have aspects of more than one class of cash flows. As a result of this new guidance, entities should be applying specific GAAP in the following eight cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The guidance is not expected to have a material impact on the consolidated financial statements.

In November 2016, the FASB issued authoritative guidance to address diversity in practice of presenting changes in restricted cash on the statement of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The guidance is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. This guidance will change our presentation of restricted cash in the consolidated statements of cash flows upon adoption.

In October 2016, the FASB issued authoritative guidance, which amends existing guidance related to the recognition of current and deferred incomes taxes for intra-entity asset transfers. Under the new guidance, current and deferred income tax consequences of an intra-entity asset transfer, other than an intra-entity asset transfer of inventory, are now recognized when the transfer occurs. The guidance is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. We are currently evaluating the potential impact of the adoption on the consolidated financial statements.

In January 2017, the FASB issued authoritative guidance, which removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective for us for annual and interim periods beginning January 1, 2020, with early adoption permitted, and applied prospectively. We plan to adopt this guidance at the earlier of an event-driven impairment test in 2017 or when we perform our annual goodwill impairment test in the fourth quarter of 2017. We cannot assess the impact on our financial statements because the determination will be made based on a fair value measurement at the time the test is conducted.

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Changes in accumulated other comprehensive loss by component (Tables)

3 Months Ended

Mar. 31, 2017

AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax

Schedule of changes in accumulated other comprehensive loss by component

	Three Months Ended March 31,
	2017		2016
Foreign currency translation
Balance at beginning of period	$	(148.3)	$	(139.1)
Other comprehensive loss:
Foreign currency translation adjustments(1)		2.0		18.4
Balance at end of period	$	(146.3)	$	(120.7)
Pension
Balance at beginning of period	$	(0.9)	$	(0.4)
Other comprehensive loss:
Curtailment gain		0.1		—
Tax benefit (expense)		—		—
Total Other comprehensive (loss) income before reclassifications, net of tax		0.1		—
Total amount reclassified from accumulated other comprehensive loss, net of tax		—		—
Total other comprehensive income		0.1		—
Balance at end of period	$	(0.8)	$	(0.4)
Cash flow hedges
Balance at beginning of period	$	0.7	$	0.2
Other comprehensive loss:
Net change from periodic revaluations		(0.3)		(0.8)
Tax benefit		0.1		0.3
Total Other comprehensive loss before reclassifications, net of tax		(0.2)		(0.5)
Net amount reclassified to earnings:
Interest rate swaps(2)		0.5		0.3
Tax expense		(0.2)		(0.1)
Total amount reclassified from accumulated other comprehensive loss, net of tax		0.3		0.2
Total other comprehensive income (loss)		0.1		(0.3)
Balance at end of period	$	0.8	$	(0.1)

⁽¹⁾ In all periods presented, there were no tax impacts related to rate changes and no amounts were reclassified to earnings (loss).

⁽²⁾ This amount was included in interest expense, net on the accompanying consolidated statements of operations.

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Equity method investments in unconsolidated affiliates (Tables)

3 Months Ended

Mar. 31, 2017

Equity method investments in unconsolidated affiliates

Summary of operating results

	Three Months Ended March 31,
Operating results	2017		2016
Revenue
Frederickson	$	5.3	$	5.1
Orlando Cogen, LP		13.2		13.4
Koma Kulshan Associates		0.3		0.4
Chambers Cogen, LP		12.3		12.7
Selkirk Cogen Partners, LP		0.7		1.4
		31.8		33.0
Project expenses
Frederickson		4.3		4.5
Orlando Cogen, LP		7.1		6.6
Koma Kulshan Associates		0.3		0.1
Chambers Cogen, LP		9.2		8.8
Selkirk Cogen Partners, LP		1.4		1.8
		22.3		21.8
Project other expense
Frederickson		—		—
Orlando Cogen, LP		—		—
Koma Kulshan Associates		—		—
Chambers Cogen, LP		(0.5)		(0.5)
Selkirk Cogen Partners, LP		—		—
		(0.5)		(0.5)
Project income (loss)
Frederickson		1.0		0.6
Orlando Cogen, LP		6.1		6.8
Koma Kulshan Associates		—		0.2
Chambers Cogen, LP		2.6		3.4
Selkirk Cogen Partners, LP		(0.7)		(0.3)
	$	9.0	$	10.7
Equity in earnings of unconsolidated affiliates
Distributions from equity method investments		(3.7)		(4.3)
Excess in earnings of equity method investments, net of distributions	$	5.4	$	6.4

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Long-term debt (Tables)

3 Months Ended

Mar. 31, 2017

Long-term debt

Schedule of long-term debt

	March 31,		December 31,
	2017		2016		Interest Rate
Recourse Debt:
Senior secured term loan facility, due 2023(1)	$	614.9	$	639.9	LIBOR(2)(3)	plus	5.00	%
Senior unsecured notes, due June 2036 (Cdn$210.0)		157.9		156.4			5.95	%
Non-Recourse Debt:
Epsilon Power Partners term facility, due 2019		11.9		13.5	LIBOR	plus	3.125	%
Cadillac term loan, due 2025		26.3		27.0	LIBOR	plus	1.37	%
Piedmont term loan, due 2018		56.6		56.6	LIBOR	plus	3.75	%
Other long-term debt		0.2		0.2	5.50	%  -	6.70	%
Less: unamortized discount		(16.1)		(17.2)
Less: unamortized deferred financing costs		(14.0)		(15.3)
Less: current maturities		(109.4)		(111.9)
Total long-term debt	$	728.3	$	749.2

Schedule of current maturities

	March 31,		December 31,
	2017		2016		Interest Rate
Current Maturities:
Senior secured term loan facility, due 2023(1)	$	97.5	$	100.0	LIBOR(2)(3)	plus	5.00	%
Epsilon Power Partners term facility, due 2019		6.3		6.2	LIBOR	plus	3.125	%
Cadillac term loan, due 2025		3.0		3.0	LIBOR	plus	1.37	%
Piedmont term loan, due 2018		2.5		2.5	LIBOR	plus	3.75	%
Other short-term debt		0.1		0.2	5.50	%  -	6.70	%
Total current maturities	$	109.4	$	111.9

⁽¹⁾ On a quarterly basis, we make a cash sweep payment to fund the principal balance, based on terms as defined in the term loan credit agreement. The portion of the senior secured term loan facility classified as current is based on principal payments required to reduce the aggregate principal amount of senior secured term loan outstanding to achieve a target principal amount that declines quarterly based on a pre-determined specified schedule.

⁽²⁾ LIBOR cannot be less than 1.00%. We have entered into interest rate swap agreements to mitigate the exposure to changes in LIBOR for $395.4 million of the $614.9 million outstanding aggregate borrowings under our senior secured term loan facility at March 31, 2017. See Note 6, Accounting for derivative instruments and hedging activities for further details.

⁽³⁾ In April 2017, the interest rate for the senior secured term loan facility was amended to LIBOR plus 4.25%. LIBOR cannot be less than 1.00%.

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Fair value of financial instruments (Tables)

3 Months Ended

Mar. 31, 2017

Fair value of financial instruments

Schedule of recurring measurements of fair value hierarchy of financial assets and liabilities

	March 31, 2017
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	91.5	$	—	$	—	$	91.5
Restricted cash		10.0		—		—		10.0
Derivative instruments asset		—		7.8		—		7.8
Total	$	101.5	$	7.8	$	—	$	109.3
Liabilities:
Derivative instruments liability	$	—	$	29.4	$	—	$	29.4
Total	$	—	$	29.4	$	—	$	29.4

	December 31, 2016
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	85.6	$	—	$	—	$	85.6
Restricted cash		13.3		—		—		13.3
Derivative instruments asset		—		8.6		—		8.6
Total	$	98.9	$	8.6	$	—	$	107.5
Liabilities:
Derivative instruments liability	$	—	$	28.9	$	—	$	28.9
Total	$	—	$	28.9	$	—	$	28.9

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Accounting for derivative instruments and hedging activities (Tables)

3 Months Ended

Mar. 31, 2017

Accounting for derivative instruments and hedging activities

Schedule of notional volumes of forecasted transactions

		March 31,	December 31,
	Units	2017	2016
Natural gas swaps	Natural Gas (Mmbtu)	6.8	4.9
Gas purchase agreements	Natural Gas (Gigajoules)	12.5	11.3
Interest rate swaps	Interest (US$)	478.7	506.9
Foreign currency forward contracts	Dollars (Cdn$)	30.0	-

Schedule of fair value of derivative instruments

	March 31, 2017
	Derivative		Derivative
	Assets		Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	0.7
Interest rate swaps long-term		—		1.9
Total derivative instruments designated as cash flow hedges		—		2.6
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		0.9		1.5
Interest rate swaps long-term		4.1		6.2
Natural gas swaps current		2.8		0.6
Natural gas swaps long-term		—		0.1
Gas purchase agreements current		—		3.0
Gas purchase agreements long-term		—		15.2
Foreign currency forward contracts current		—		0.2
Total derivative instruments not designated as cash flow hedges		7.8		26.8
Total derivative instruments	$	7.8	$	29.4

	December 31, 2016
	Derivative		Derivative
	Assets		Liabilities
Derivative instruments designated as cash flow hedges:
Interest rate swaps current	$	—	$	0.8
Interest rate swaps long-term		—		2.0
Total derivative instruments designated as cash flow hedges		—		2.8
Derivative instruments not designated as cash flow hedges:
Interest rate swaps current		0.4		1.9
Interest rate swaps long-term		4.5		6.5
Natural gas swaps current		3.9		0.8
Natural gas swaps long-term		0.1		—
Gas purchase agreements current		—		4.5
Gas purchase agreements long-term		—		12.7
Total derivative instruments not designated as cash flow hedges		8.9		26.4
Total derivative instruments	$	8.9	$	29.2

Schedule of changes in OCI attributable to derivative financial instruments

	Interest Rate
Three Months Ended March 31, 2017	Swaps
Accumulated OCI balance at January 1, 2017	$	0.7
Change in fair value of cash flow hedges		(0.2)
Realized from OCI during the period		0.3
Accumulated OCI balance at March 31, 2017	$	0.8
	Interest Rate
Three Months Ended March 31, 2016	Swaps
Accumulated OCI balance at January 1, 2016	$	0.2
Change in fair value of cash flow hedges		(0.5)
Realized from OCI during the period		0.2
Accumulated OCI balance at March 31, 2016	$	(0.1)

Summary of realized loss (gain) for derivative instruments not designated as cash flow hedges

	Classification of loss (gain)	Three Months Ended March 31,
	recognized in income	2017		2016
Gas purchase agreements	Fuel	$	(0.4)	$	11.6
Natural gas swaps	Fuel		1.3		2.0
Interest rate swaps	Interest, net		0.9		0.6

Summary of the unrealized gain (loss) resulting from changes in the fair value of derivative financial instruments that are not designated as cash flow hedges

	Classification of gain (loss)	Three Months Ended March 31,
	recognized in income	2017		2016
Natural gas swaps	Change in fair value of derivatives	$	0.2	$	1.8
Gas purchase agreements	Change in fair value of derivatives		(2.1)		(0.2)
Interest rate swaps	Change in fair value of derivatives		0.7		(2.8)
		$	(1.2)	$	(1.2)
Foreign currency forwards	Foreign exchange loss	$	(0.2)	$	—

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Income taxes (Tables)

3 Months Ended

Mar. 31, 2017

Income tax benefit

Schedule of components of income tax benefit

	Three Months Ended March 31,
	2017		2016
Current income tax expense	$	0.9	$	1.5
Deferred income tax (benefit) expense		(1.2)		0.1
Total income tax (benefit) expense, net	$	(0.3)	$	1.6

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Equity compensation plans (Tables)

3 Months Ended

Mar. 31, 2017

Equity compensation plans

Schedule of changes in outstanding LTIP notional units

		Grant Date
		Weighted-Average
	Units	Fair Value per Unit
Outstanding at December 31, 2016	2,101,118		2.08
Granted	1,817,463		2.38
Vested and redeemed	(869,419)		2.23
Forfeitures	(16,252)		2.32
Outstanding at March 31, 2017	3,032,910	$	2.22

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Basic and diluted earnings (loss) per share (Tables)

3 Months Ended

Mar. 31, 2017

Basic and diluted loss per share

Schedule of diluted net income and potentially dilutive shares utilized in the per share calculation

	2017		2016
Numerator:
Net loss attributable to Atlantic Power Corporation	$	(2.7)	$	(14.9)
Denominator:
Weighted average basic shares outstanding		114.8		121.9
Dilutive potential shares:
Convertible debentures		8.1		21.6
LTIP notional units		0.1		0.2
Potentially dilutive shares		123.0		143.7
Basic and diluted loss per share attributable to Atlantic Power Corporation	$	(0.02)	$	(0.12)

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Equity (Tables)

3 Months Ended

Mar. 31, 2017

Equity

Schedule of reconciliation of equity

	Three months ended  March 31, 2017
	Total Atlantic		Preferred shares
	Power Corporation		issued by a subsidiary
	Shareholders’ Equity		company		Total Equity
Balance at January 1, 2017	$	64.6	$	221.3	$	285.9
Net (loss) income		(2.7)		2.1		(0.6)
Realized and unrealized gain on hedging activities, net of tax		0.1		—		0.1
Foreign currency translation adjustment		2.0		—		2.0
Defined benefit plan, net of tax		0.1		—		0.1
Stock-based compensation		0.4		—		0.4
Dividends declared on preferred shares of a subsidiary company		—		(2.1)		(2.1)
Balance at March 31, 2017	$	64.5	$	221.3	$	285.8

	Three months ended  March 31, 2016
	Total Atlantic		Preferred shares
	Power Corporation		issued by a subsidiary
	Shareholders’ Equity		company		Total Equity
Balance at January 1, 2016	$	213.9	$	221.3	$	435.2
Net (loss) income		(14.9)		2.0		(12.9)
Realized and unrealized loss on hedging activities, net of tax		(0.3)		—		(0.3)
Foreign currency translation adjustment		18.5		—		18.5
Common share repurchases		(0.9)		—		(0.9)
Stock-based compensation		0.6		—		0.6
Dividends declared on preferred shares of a subsidiary company		—		(2.0)		(2.0)
Balance at March 31, 2016	$	216.9	$	221.3	$	438.2

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Segment and geographic information (Tables)

3 Months Ended

Mar. 31, 2017

Segment and geographic information

Reconciliation of Project Adjusted EBITDA to net income (loss) from continuing operations

							Un-Allocated
	East U.S.		West U.S.		Canada		Corporate		Consolidated
Three Months Ended March 31, 2017
Project revenues	$	36.1	$	23.4	$	38.7	$	0.2	$	98.4
Segment assets		628.3		304.9		292.9		215.4		1,441.5
Project Adjusted EBITDA	$	27.2	$	9.1	$	27.5	$	0.0	$	63.8
Change in fair value of derivative instruments		0.2		—		3.3		(2.3)		1.2
Depreciation and amortization		11.5		10.0		13.3		0.1		34.9
Interest, net		2.6		(0.2)		—		—		2.4
Project income (loss)		12.9		(0.7)		10.9		2.2		25.3
Administration		—		—		—		6.4		6.4
Interest expense, net		—		—		—		17.3		17.3
Foreign exchange loss		—		—		—		2.5		2.5
Income (loss) from continuing operations before income taxes		12.9		(0.7)		10.9		(24.0)		(0.9)
Income tax benefit		—		—		—		(0.3)		(0.3)
Net income (loss) from continuing operations	$	12.9	$	(0.7)	$	10.9	$	(23.7)	$	(0.6)

							Un-Allocated
	East U.S.		West U.S.		Canada		Corporate		Consolidated
Three Months Ended March 31, 2016
Project revenues	$	39.4	$	19.1	$	47.7	$	0.2	$	106.4
Segment assets		802.5		340.4		439.4		77.7		1,660.0
Project Adjusted EBITDA	$	30.3	$	7.5	$	24.8	$	(0.1)	$	62.5
Change in fair value of derivative instruments		0.7		—		(0.4)		0.9		1.2
Depreciation and amortization		11.0		9.9		8.8		0.2		29.9
Interest, net		2.5		—		—		—		2.5
Other project expense		—				—		0.2		0.2
Project income (loss)		16.1		(2.4)		16.4		(1.4)		28.7
Administration		—		—		—		6.1		6.1
Interest expense, net		—		—		—		16.6		16.6
Foreign exchange loss		—		—		—		19.8		19.8
Other income, net		—		—		—		(2.5)		(2.5)
Income (loss) from continuing operations before income taxes		16.1		(2.4)		16.4		(41.4)	$	(11.3)
Income tax expense		—		—		—		1.6		1.6
Net income (loss) from continuing operations	$	16.1	$	(2.4)	$	16.4	$	(43.0)	$	(12.9)

Schedule of revenue and property, plant and equipment by country

	Project Revenue Three Months Ended March 31,				Property, Plant and Equipment, net of accumulated depreciation
	2017		2016		March 31, 2017		December 31, 2016
United States	$	59.7	$	58.7	$	492.0	$	499.2
Canada		38.7		47.7		225.0		234.0
Total	$	98.4	$	106.4	$	717.0	$	733.2

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Nature of business (Details)	3 Months Ended
	Mar. 31, 2017 state contract project item MW
Nature of business
Gross generating capacity of project (in MW) | MW	2,138
Ownership interest in power generation projects (in MW) | MW	1,500
Number of power generation projects	23
Number of states in which power generation projects operate | state	9
Number of provinces in which power generation projects operate | item	2
Number of projects which are majority owned	18
Recent accounting pronouncements adopted
Number of PPA's requiring further analysis | contract	20
Plant in service
Nature of business
Gross generating capacity of project (in MW) | MW	1,975
Ownership interest in power generation projects (in MW) | MW	1,337
Number of power generation projects	19
Plant not in service
Nature of business
Number of power generation projects	4
Plant Not In Service Due To Revised Contract [Member]
Nature of business
Number of power generation projects	3
Plant With Future Commencement Date [Member]
Nature of business
Contract term	15 years

XML

Changes in accumulated other comprehensive loss by component (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
AOCI Attributable to Parent, Net of Tax
Beginning Balance	$ 64.6
Amount reclassified
Ending Balance	64.5
Cash flow hedges
AOCI Attributable to Parent, Net of Tax
Beginning Balance	0.7	$ 0.2
Other comprehensive loss:
Net change from periodic revaluations	(0.3)	(0.8)
Tax benefit (expense)	0.1	0.3
Total other comprehensive (loss) income before reclassifications, net of tax	(0.2)	(0.5)
Amount reclassified
Total other comprehensive loss) income	0.1	(0.3)
Ending Balance	0.8	(0.1)
Foreign currency translation
AOCI Attributable to Parent, Net of Tax
Beginning Balance	(148.3)	(139.1)
Other comprehensive loss:
Foreign currency translation adjustments	2.0	18.4
Amount reclassified
Ending Balance	(146.3)	(120.7)
Accumulated other comprehensive loss, tax impacts related to rate changes	0.0	0.0
Pension
AOCI Attributable to Parent, Net of Tax
Beginning Balance	(0.9)	(0.4)
Other comprehensive loss:
Curtailment gain	0.1
Total other comprehensive (loss) income before reclassifications, net of tax	0.1
Amount reclassified
Total other comprehensive loss) income	0.1
Ending Balance	(0.8)	(0.4)
Amount reclassified from accumulated other comprehensive income | Cash flow hedges
Amount reclassified
Tax expense.	(0.2)	(0.1)
Total amount reclassified from accumulated other comprehensive loss, net of tax	0.3	0.2
Amount reclassified from accumulated other comprehensive income | Foreign currency translation
Amount reclassified
Amounts reclassified to earnings, foreign currency	0.0	0.0
Interest rate swaps | Amount reclassified from accumulated other comprehensive income | Cash flow hedges
Amount reclassified
Amount reclassified from AOCI	$ (0.5)	$ (0.3)

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Equity method investments in unconsolidated affiliates (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating results
Revenue	$ 31.8	$ 33.0
Project expenses	22.3	21.8
Project other expense	(0.5)	(0.5)
Project income (loss)	9.0	10.7
Equity in earnings of unconsolidated affiliates
Distributions from equity method investments	(3.7)	(4.3)
Excess in earnings of equity method investments, net of distributions	5.4	6.4
Frederickson
Operating results
Revenue	5.3	5.1
Project expenses	4.3	4.5
Project income (loss)	1.0	0.6
Orlando Cogen, LP
Operating results
Revenue	13.2	13.4
Project expenses	7.1	6.6
Project income (loss)	6.1	6.8
Koma Kulshan Associates [Member]
Operating results
Revenue	0.3	0.4
Project expenses	0.3	0.1
Project income (loss)		0.2
Chambers Cogen, LP
Operating results
Revenue	12.3	12.7
Project expenses	9.2	8.8
Project other expense	(0.5)	(0.5)
Project income (loss)	2.6	3.4
Selkirk Cogen Partners LP
Operating results
Revenue	0.7	1.4
Project expenses	1.4	1.8
Project income (loss)	$ (0.7)	$ (0.3)

XML

Long-term debt (Details) CAD in Millions, $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2017	Mar. 31, 2017 CAD	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Long-term debt
Less: unamortized discount			$ (16.1)	$ (17.2)
Less: unamortized deferred financing costs			(14.0)	(15.3)
Less: current maturities			(109.4)	(111.9)
Less: current maturities			(109.4)	(111.9)
Total long-term debt			728.3	749.2
Senior secured term loan facility, due 2023
Long-term debt
Long-term Debt, Gross			614.9	639.9
Less: current maturities			(97.5)	(100.0)
Applicable margin (as a percent)		5.00%
Senior unsecured notes, due June 2036 (Cdn$210.0)
Long-term debt
Long-term Debt, Gross			$ 157.9	156.4
Face amount of debt | CAD		CAD 210.0
Interest rate (as a percent)		5.95%	5.95%
Epsilon Power Partners term facility, due 2019
Long-term debt
Long-term Debt, Gross			$ 11.9	13.5
Less: current maturities			(6.3)	(6.2)
Cadillac term loan, due 2025
Long-term debt
Long-term Debt, Gross			26.3	27.0
Less: current maturities			(3.0)	(3.0)
Piedmont term loan, due 2018
Long-term debt
Long-term Debt, Gross			56.6	56.6
Less: current maturities			(2.5)	(2.5)
Applicable margin (as a percent)		3.75%
Other long-term debt
Long-term debt
Long-term Debt, Gross			0.2	0.2
Less: current maturities			(0.1)	(0.2)
Interest rate swaps
Long-term debt
Notional amount			$ 478.7	$ 506.9
Minimum | Other long-term debt
Long-term debt
Interest rate (as a percent)		5.50%	5.50%
Maximum | Other long-term debt
Long-term debt
Interest rate (as a percent)		6.70%	6.70%
LIBOR
Long-term debt
Variable interest rate basis		LIBOR
LIBOR | Senior secured term loan facility
Long-term debt
Minimum percentage of variable rate base	1.00%	1.00%
LIBOR | Senior secured term loan facility, due 2023
Long-term debt
Applicable margin (as a percent)	4.25%
LIBOR | Epsilon Power Partners term facility, due 2019
Long-term debt
Applicable margin (as a percent)		3.125%
LIBOR | Cadillac term loan, due 2025
Long-term debt
Applicable margin (as a percent)		1.37%
LIBOR | Interest rate swaps | Senior secured term loan facility, due 2023
Long-term debt
Long-term Debt, Gross			$ 614.9
Notional amount			$ 395.4

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Fair value of financial instruments - recurring (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Assets:
Restricted cash	$ 10.0	$ 13.3
Recurring
Assets:
Cash and cash equivalents	91.5	85.6
Restricted cash	10.0	13.3
Derivative instruments asset	7.8	8.6
Total	109.3	107.5
Liabilities:
Derivative instruments liability	29.4	28.9
Total	29.4	28.9
Recurring | Level 1
Assets:
Cash and cash equivalents	91.5	85.6
Restricted cash	10.0	13.3
Total	101.5	98.9
Recurring | Level 2
Assets:
Derivative instruments asset	7.8	8.6
Total	7.8	8.6
Liabilities:
Derivative instruments liability	29.4	28.9
Total	$ 29.4	$ 28.9

XML

Fair value of financial instruments - credit valuation (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Recurring measurements of fair value hierarchy of financial assets and liabilities
Change in fair value of derivative instruments	$ (1.2)	$ (1.2)
Recurring | Credit valuation adjustments
Recurring measurements of fair value hierarchy of financial assets and liabilities
Net increase in fair value	4.1		$ 3.8
Pre-tax gain in other comprehensive income	0.3		0.3
Change in fair value of derivative instruments	$ 3.8		$ 3.5

XML

Accounting for derivative instruments and hedging activities (Details) kJ in Millions, MMBTU in Millions, CAD in Millions, $ in Millions	1 Months Ended		3 Months Ended	12 Months Ended
	Dec. 31, 2016 USD ($) MMBTU	Jun. 30, 2014 kJ	Mar. 31, 2017 CAD MMBTU item	Dec. 31, 2016 USD ($) MMBTU	Apr. 30, 2017	Mar. 31, 2017 USD ($) item
Derivative instruments
Number of derivative contracts designated as cash flow hedges | item			1			1
Senior secured term loan facility
Derivative instruments
Minimum fixed interest rate (as a percent)			6.00%		5.25%	6.00%
Piedmont term loan, due 2018
Derivative instruments
Remaining aggregate principal amount | $	$ 56.6			$ 56.6		$ 56.6
Applicable margin (as a percent)			3.75%
Adjusted Eurodollar Rate | Senior secured term loan facility
Derivative instruments
Minimum fixed interest rate (as a percent)			1.00%			1.00%
Applicable margin of derivative (as a percent)					4.25%
Piedmont Project | LIBOR | Piedmont term loan, due 2018
Derivative instruments
Applicable margin of derivative (as a percent)			3.75%			3.75%
Natural gas swaps
Derivative instruments
Notional amount, energy (in gigajoules: Ontario, in Mmbtu: Orlando)			6.8	4.9
Natural gas swaps | Ontario project
Derivative instruments
Notional amount, energy (in gigajoules: Ontario, in Mmbtu: Orlando) | kJ		2.9
Natural gas swaps | Kenilworth project
Derivative instruments
Notional amount, energy (in gigajoules: Ontario, in Mmbtu: Orlando)	0.8
Natural gas swaps | Orlando project
Derivative instruments
Notional amount, energy (in gigajoules: Ontario, in Mmbtu: Orlando)			6.8
Percentage of the entity's share in required natural gas purchases hedge			90.00%
Interest rate swaps
Derivative instruments
Notional amount | $	$ 506.9			$ 506.9		$ 478.7
Interest rate swaps | APLP Holdings | Adjusted Eurodollar Rate | Senior secured term loan facility
Derivative instruments
Applicable margin of derivative (as a percent)			5.00%			5.00%
Interest rate swaps | Swaption interest rate until February 15, 2015 | Cadillac Project
Derivative instruments
Swaption interest rate (as a percent)			6.10%			6.10%
Interest rate swaps | Derivative Swaption Interest Rate Until August 2018 [Member] | Piedmont Project
Derivative instruments
Applicable margin (as a percent)			4.00%
Swaption interest rate (as a percent)			4.47%			4.47%
Swaption all in one interest rate (as a percent)			8.47%			8.47%
Interest rate swaps | Swaption interest rate from February 16, 2019 to February 15, 2023 | Cadillac Project
Derivative instruments
Swaption interest rate (as a percent)			6.30%			6.30%
Interest rate swaps | Swaption interest rate after February 15, 2023 | Cadillac Project
Derivative instruments
Swaption interest rate (as a percent)			6.40%			6.40%
Interest rate swaps | Swaption interest rate From August, 2018 to November, 2030 | Piedmont Project
Derivative instruments
Swaption interest rate (as a percent)			4.47%			4.47%
Foreign currency forward contracts
Derivative instruments
Notional amount | CAD			CAD 30.0
Foreign currency forward contracts | Derivative instruments not designated as cash flow hedges
Derivative instruments
Notional amount | CAD			CAD 10.0
Foreign currency exchange rate			1.3381			1.3381

XML

Accounting for derivative instruments - forecasted trans (Details) kJ in Millions, MMBTU in Millions, CAD in Millions, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017 CAD MMBTU kJ	Dec. 31, 2016 USD ($) MMBTU kJ	Mar. 31, 2017 USD ($)
Natural gas swaps
Derivative instruments
Volume of forecasted transactions, energy (swaps: Mmbtu, agreements: joules) | MMBTU	6.8	4.9
Gas purchase agreements
Derivative instruments
Volume of forecasted transactions, energy (swaps: Mmbtu, agreements: joules) | kJ	12.5	11.3
Interest rate swaps
Derivative instruments
Volume of forecasted transactions, (in dollars) | $		$ 506.9	$ 478.7
Foreign currency forward contracts
Derivative instruments
Volume of forecasted transactions, (in dollars) | CAD	CAD 30.0

XML

Accounting for derivative instruments - FV by Bal Sht Loc (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Fair value of derivative instruments
Derivative Assets	$ 7.8	$ 8.9
Derivative Liabilities	29.4	29.2
Derivative instruments designated as cash flow hedges
Fair value of derivative instruments
Derivative Liabilities	2.6	2.8
Derivative instruments designated as cash flow hedges | Interest rate swaps | Current
Fair value of derivative instruments
Derivative Liabilities	0.7	0.8
Derivative instruments designated as cash flow hedges | Interest rate swaps | Long-term
Fair value of derivative instruments
Derivative Liabilities	1.9	2.0
Derivative instruments not designated as cash flow hedges
Fair value of derivative instruments
Derivative Assets	7.8	8.9
Derivative Liabilities	26.8	26.4
Derivative instruments not designated as cash flow hedges | Interest rate swaps | Current
Fair value of derivative instruments
Derivative Assets	0.9	0.4
Derivative Liabilities	1.5	1.9
Derivative instruments not designated as cash flow hedges | Interest rate swaps | Long-term
Fair value of derivative instruments
Derivative Assets	4.1	4.5
Derivative Liabilities	6.2	6.5
Derivative instruments not designated as cash flow hedges | Natural gas swaps | Current
Fair value of derivative instruments
Derivative Assets	2.8	3.9
Derivative Liabilities	0.6	0.8
Derivative instruments not designated as cash flow hedges | Natural gas swaps | Long-term
Fair value of derivative instruments
Derivative Assets		0.1
Derivative Liabilities	0.1
Derivative instruments not designated as cash flow hedges | Gas purchase agreements | Current
Fair value of derivative instruments
Derivative Liabilities	3.0	4.5
Derivative instruments not designated as cash flow hedges | Gas purchase agreements | Long-term
Fair value of derivative instruments
Derivative Liabilities	15.2	$ 12.7
Derivative instruments not designated as cash flow hedges | Foreign currency forward contracts | Current
Fair value of derivative instruments
Derivative Liabilities	$ 0.2

XML

Accounting for derivative instruments - AOCI (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
AOCI Attributable to Parent, Net of Tax
Change in fair value of cash flow hedges	$ (0.2)	$ (0.5)
Realized from OCI during the period	0.3	0.2
Interest rate swaps
AOCI Attributable to Parent, Net of Tax
Accumulated OCI balance at beginning of period	0.7	0.2
Change in fair value of cash flow hedges	(0.2)	(0.5)
Realized from OCI during the period	0.3	0.2
Accumulated OCI balance at end of period	$ 0.8	$ (0.1)

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Accounting for derivative instruments - gain, loss (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Impact of derivative instruments on the consolidated statements of operations
Change in fair value of derivative instruments	$ (1.2)	$ (1.2)
Derivative instruments not designated as cash flow hedges
Impact of derivative instruments on the consolidated statements of operations
Change in fair value of derivative instruments	(1.2)	(1.2)
Derivative instruments not designated as cash flow hedges | Natural gas swaps
Impact of derivative instruments on the consolidated statements of operations
Realized (gains) and losses of derivative instruments	1.3	2.0
Change in fair value of derivative instruments	0.2	1.8
Derivative instruments not designated as cash flow hedges | Gas purchase agreements
Impact of derivative instruments on the consolidated statements of operations
Realized (gains) and losses of derivative instruments	(0.4)	11.6
Change in fair value of derivative instruments	(2.1)	(0.2)
Derivative instruments not designated as cash flow hedges | Interest rate swaps
Impact of derivative instruments on the consolidated statements of operations
Realized (gains) and losses of derivative instruments	0.9	0.6
Change in fair value of derivative instruments	0.7	$ (2.8)
Derivative instruments not designated as cash flow hedges | Foreign currency forward contracts
Impact of derivative instruments on the consolidated statements of operations
Change in fair value of derivative instruments	$ (0.2)

XML

Income taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Components of income tax expenses (benefit)
Current income tax expense	$ 0.9	$ 1.5
Deferred income tax benefit	(1.2)	0.1
Total income tax benefit, net	$ (0.3)	$ 1.6
Reconciliation of income taxes
Canadian enacted statutory rate (as a percent)	26.00%	26.00%
Computed income taxes at 26% Canadian statutory rate	$ 0.2	$ 3.0
Goodwill impairment	0.7
Capital loss on intercompany notes		0.4
Foreign exchange	0.4	2.5
Change in valuation allowance		2.8
Dividend withholding tax and other cash taxes		0.6
Other permanent differences	0.1	0.2
Operating in higher tax rate jurisdictions	0.3	$ 1.1
Valuation allowance	$ 186.6

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Equity compensation plans (Details) $ / shares in Units, $ in Millions		3 Months Ended
	Jan. 22, 2015 CAD / shares	Mar. 31, 2017 USD ($) $ / shares shares	Mar. 31, 2016 USD ($)
Units
Outstanding at the beginning of the period (in shares)		2,101,118
Granted (in shares)		1,817,463
Vested and redeemed (in shares)		(869,419)
Forfeitures (in shares)		(16,252)
Outstanding at the end of the period (in shares)		3,032,910
Weighted-Average Fair Value per Unit
Outstanding at the beginning of the period (in dollars per share) | $ / shares		$ 2.08
Granted (in dollars per share) | $ / shares		2.38
Vested and redeemed (in dollars per share) | $ / shares		2.23
Forfeitures (in dollars per share) | $ / shares		2.32
Outstanding at the end of the period (in dollars per share) | $ / shares		$ 2.22
Long-term incentive plan
Weighted-Average Fair Value per Unit
Cash payments made for vested notional units | $		$ 0.0	$ 0.1
Compensation expense related to LTIP | $		$ 0.7	$ 0.2
Transition equity participation agreement
Transition equity participation agreement
Number of transition notional shares outstanding		539,904
Vesting percentage		50.00%
Vesting period		4 years
Period after which remaining portions vests		2 years
Share Price | CAD / shares	CAD 3.18
Minimum market price required for 3 consecutive months to vest remaining shares | CAD / shares	CAD 4.77
Transition equity participation agreement | Minimum
Transition equity participation agreement
Number of consecutive months, weighted average Canadian dollar price must exceed market price of share by 50% for vesting		3 months
Minimum percentage by which weighted average Canadian dollar price exceeds market price	50.00%

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Basic and diluted loss per share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator:
Net loss attributable to Atlantic Power Corporation	$ (2.7)	$ (14.9)
Denominator:
Weighted average basic shares outstanding	114.8	121.9
Dilutive potential shares:
Convertible debentures (in shares)	8.1	21.6
LTIP notional units (in shares)	0.1	0.2
Potentially dilutive shares	123.0	143.7
Basic and diluted loss per share attributable to Atlantic Power Corporation	$ (0.02)	$ (0.12)
Potentially dilutive shares from convertible debentures excluded from fully diluted shares	$ 8.1	$ 21.6

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Equity (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended		4 Months Ended	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Mar. 31, 2016	Dec. 31, 2016	Dec. 29, 2016
Increase (decrease) in shareholders' equity
Balance at the beginning of the period	$ 285.9	$ 435.2		$ 435.2
Net (loss) income	(0.6)	(12.9)
Realized and unrealized gain (loss) on hedging activities, net of tax	0.1	(0.3)
Foreign currency translation adjustments	2.0	18.5
Defined benefit plan, net of tax	0.1
Common share repurchases		(0.9)
Stock-based compensation	0.4	0.6
Dividends declared on preferred shares of a subsidiary company	(2.1)	(2.0)
Balance at the end of the period	285.8	438.2	$ 438.2	$ 285.9
Stock Repurchase Program
Number of shares repurchased and cancelled			0.6	8.0
Cost of shares repurchased and cancelled			$ 0.9	$ 19.5
Stock Repurchase Program, Number of Shares Authorized to be Repurchased					11.3
Stock Repurchase Program Authorized Amount Percent Of Public Float					10.00%
Total Atlantic Power Corporation Shareholder's Equity
Increase (decrease) in shareholders' equity
Balance at the beginning of the period	64.6	213.9		213.9
Net (loss) income	(2.7)	(14.9)
Realized and unrealized gain (loss) on hedging activities, net of tax	0.1	(0.3)
Foreign currency translation adjustments	2.0	18.5
Defined benefit plan, net of tax	0.1
Common share repurchases		(0.9)
Stock-based compensation	0.4	0.6
Balance at the end of the period	64.5	216.9	216.9	64.6
Preferred shares issued by a subsidiary company
Increase (decrease) in shareholders' equity
Balance at the beginning of the period	221.3	221.3		221.3
Net (loss) income	2.1	2.0
Dividends declared on preferred shares of a subsidiary company	(2.1)	(2.0)
Balance at the end of the period	$ 221.3	$ 221.3	$ 221.3	$ 221.3

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Segment and geographic information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($) segment	Mar. 31, 2016 USD ($)	Dec. 31, 2016 USD ($)
Segment and geographic information
Number of reportable segments | segment	4
Project revenues	$ 98.4	$ 106.4
Segment assets	1,441.5	1,660.0	$ 1,456.8
Project Adjusted EBITDA	63.8	62.5
Change in fair value of derivative instruments	1.2	1.2
Depreciation and amortization	34.9	29.9
Interest, net	2.4	2.5
Other project expense		0.2
Project income	25.3	28.7
Administration	6.4	6.1
Interest expense, net	17.3	16.6
Foreign exchange loss	2.5	19.8
Other income, net		(2.5)
Loss from operations before income taxes	(0.9)	(11.3)
Income tax expense (benefit)	(0.3)	1.6
Net income (loss) from continuing operations	(0.6)	(12.9)
East U.S.
Segment and geographic information
Project revenues	36.1	39.4
Segment assets	628.3	802.5
Project Adjusted EBITDA	27.2	30.3
Change in fair value of derivative instruments	0.2	0.7
Depreciation and amortization	11.5	11.0
Interest, net	2.6	2.5
Project income	12.9	16.1
Loss from operations before income taxes	12.9	16.1
Net income (loss) from continuing operations	12.9	16.1
West U.S.
Segment and geographic information
Project revenues	23.4	19.1
Segment assets	304.9	340.4
Project Adjusted EBITDA	9.1	7.5
Depreciation and amortization	10.0	9.9
Interest, net	(0.2)
Project income	(0.7)	(2.4)
Loss from operations before income taxes	(0.7)	(2.4)
Net income (loss) from continuing operations	(0.7)	(2.4)
Canada
Segment and geographic information
Project revenues	38.7	47.7
Segment assets	292.9	439.4
Project Adjusted EBITDA	27.5	24.8
Change in fair value of derivative instruments	3.3	(0.4)
Depreciation and amortization	13.3	8.8
Project income	10.9	16.4
Loss from operations before income taxes	10.9	16.4
Net income (loss) from continuing operations	10.9	16.4
Un-Allocated Corporate
Segment and geographic information
Project revenues	0.2	0.2
Segment assets	215.4	77.7
Project Adjusted EBITDA	0.0	(0.1)
Change in fair value of derivative instruments	(2.3)	0.9
Depreciation and amortization	0.1	0.2
Other project expense		0.2
Project income	2.2	(1.4)
Administration	6.4	6.1
Interest expense, net	17.3	16.6
Foreign exchange loss	2.5	19.8
Other income, net		(2.5)
Loss from operations before income taxes	(24.0)	(41.4)
Income tax expense (benefit)	(0.3)	1.6
Net income (loss) from continuing operations	$ (23.7)	$ (43.0)

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Segment and geographic information - Geographic (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Revenue and Assets
Revenues	$ 98.4	$ 106.4
Property, plant, and equipment, net	717.0		$ 733.2
United States
Revenue and Assets
Revenues	59.7	58.7
Property, plant, and equipment, net	492.0		499.2
Canada
Revenue and Assets
Revenues	38.7	$ 47.7
Property, plant, and equipment, net	$ 225.0		$ 234.0

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Segment and geographic information - risk (Details) - Revenues, net - Customer concentration	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Independent Electricity System Operator
Consolidated revenue concentration
Percentage of consolidated revenue	30.00%	38.10%
Niagara Mohawk
Consolidated revenue concentration
Percentage of consolidated revenue	11.70%	9.90%
BC Hydro
Consolidated revenue concentration
Percentage of consolidated revenue	10.40%	14.20%

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Guarantees and Contingencies (Details) CAD in Millions	1 Months Ended		3 Months Ended
	May 31, 2017 CAD	Apr. 30, 2017 CAD	Mar. 31, 2017 CAD item
Contingencies
Number of pending matters expected to have a material adverse impact on financial position or results of operations, or have been reserved | item			0
North Bay And Kapuskasing | Deferred Revenue
Contingencies
Previous payment received against litigation settlement			CAD 10.7
Ontario Electricity Financial Corp (OEFC) | North Bay And Kapuskasing
Contingencies
Litigation Settlement, Amount		CAD 36.1
Previous payment received against litigation settlement	CAD 20.3
Ontario Electricity Financial Corp (OEFC) | North Bay And Kapuskasing | Application Of Price Escalator Calculation Under Power Purchase Agreements
Contingencies
Previous payment received against litigation settlement			8.4
Ontario Electricity Financial Corp (OEFC) | North Bay And Kapuskasing | Application Of Price Escalator To Enhanced Dispatch Contracts
Contingencies
Previous payment received against litigation settlement			2.3
Balance of litigation settlement receivable			CAD 5.1

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Subsequent Event (Details) - Senior secured term loan facility - Subsequent event - USD ($) $ in Millions		3 Months Ended
	Apr. 17, 2017	Jun. 30, 2017
Subsequent Event [Line Items]
Face amount of debt	$ 615.0
Annual amortization of percent	1.00%
Third party costs as expense		$ 1.3
Revolving Credit Facility
Subsequent Event [Line Items]
Face amount of debt	$ 200.0
LIBOR
Subsequent Event [Line Items]
Interest rate margin was reduced	0.75%
Interest rate (as a percent)	4.25%
LIBOR floor
Subsequent Event [Line Items]
Interest rate (as a percent)	1.00%