The SPV and Arrow Germany hereto hereby agree that the German RSA is amended as follows:

The Company shall deliver the duly notarised German Law Share Pledge, together with all deliverables thereto, to the Security Agent within 5 Business Days of such notarisation and by no later than ​.

The Security Trustee is released from the restrictions set forth in Sect. 181 of the German Civil Code (Bürgerliches Gesetzbuch, "BGB"). The Security Trustee has the power to grant sub-power of attorney including the release from the restrictions set forth in Sect. 181 of the German Civil Code (Bürgerliches Gesetzbuch,"BGB").

The Finance Parties, acting through the Security Trustee, agree not to demand payment from a Guarantor incorporated in Germany and constituted in the form of a GmbH (a "German GmbH Guarantor") or GmbH & Co. KG with a GmbH as general partner ((a "German GmbH & Co. KG Guarantor", and together with any German GmbH Guarantor hereinafter referred to as a "German Guarantor") under the guarantee and indemnity contained in this Clause 19 if and to the extent that:

Administration. The authority to interpret and administer the terms and conditions of this Award will be vested in the Committee, and the Committee will have all powers with respect thereto as it has with respect to the Plan. Any interpretation of these Award Terms by the Committee and any decision made by it with respect to the Award is final and binding.

The Committee shall have the authority, subject to the provisions herein, # to select employees to participate in the Plan; # to establish and administer the Performance Goals and to determine the amount of any opportunities for the Executive Incentive Compensation applicable to each Participant, including adjusting Performance Goals from time to time, including during the Performance Period, as the Committee deems necessary or advisable and exercising discretion, either negatively or positively, as to the amount of Executive Incentive Compensation payable to a Participant upon the attainment of the applicable Performance Goals; # to construe and interpret the Plan and any agreement or instrument entered into under or in connection with the Plan; # to establish, amend, and waive rules and regulations for the Plan’s administration; and # to make all other determinations that may be necessary or advisable for the administration of the Plan. Any determination by the Committee pursuant to the Plan shall be final, binding and conclusive on all employees and Participants and anyone claiming under or through any of them.

Administration. (i) Since ​, the Ceding Company has administered and provided contractholder and claims servicing with respect to the Reinsured Policies in a manner consistent with the terms of the Reinsured Policies and applicable Law, and # for the twelve (12) months preceding the Closing Date, there have been no complaints to the Company or its Affiliates from contractholders or investigations, penalties, and other governmental actions against the Ceding Company and/or its Affiliates with respect to the administration of the Reinsured Policies, except, in the case of either [clause (i)] or [clause (ii) herein], for such failures to comply with the terms of the Reinsured Policies and applicable Law or such complaints, investigations, penalties and other governmental actions that would not reasonably be expected to have a material adverse effect on the business being reinsured hereunder or the Ceding Company’s ability to satisfy its obligations hereunder.

Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding.

Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Compensation Committee (the “Committee”) in accordance with this [Section 5]. The Committee shall be selected by the Board and shall consist of two or more members of the Board.

The Administrator shall have the discretionary authority and responsibility for all aspects of administration of the Plan, including to: