[Section 6.06(g)] of the Credit Agreement is hereby amended by replacing “the Borrower may make cash distributions to Holdco in an amount” with “the Borrower may make cash distributions to Holdco and any other Person that is a holder of Equity Interests of the MLP immediately prior to giving effect to the IPO in an aggregate amount”.

[Section 6.2(a)(vii)] of the Loan Agreement is hereby amended and restated in its entirety as follows:

[Section 6.4(a)] of the Loan Agreement is hereby amended by deleting the following section in its entirety and substituting the following therefore (changes are in italics):

[Section 6.7] (Financial Covenants). Clause (a) of [Section 6.7] of the Loan Agreement is hereby amended in its entirety and replaced with the following:

[Section 6.10] (Access to Collateral; Books and Records). [Section 6.10] of the Loan Agreement is hereby amended by deleting the reference to “Eight Hundred Fifty Dollars ($850)” in the penultimate sentence thereof and replacing it with “One Thousand Dollars ($1,000)”.

Subject to [Section 6.2(a)(iv)], during the Late Clinical Development Term, SGI will be responsible for ​ of all Development Costs for each Development Candidate and associated Product incurred in the Licensed Territory pursuant to the Late Clinical Development Plan. In the event that Unum performs any Development activities for which SGI is solely responsible for the costs and expenses hereunder, Unum will invoice SGI for such expenses and SGI will reimburse Unum for such costs and expenses in accordance with Section 11.5.

Amendment to [Section 6.1.1]. [Section 6.1.1] of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

Amendment to [Section 6.2]. The following sentence shall be added at the end of [Section 6.2] of the Agreement:

"6.2.14 Own FAL. The Borrower shall not permit the Own FAL of the Corporate Member to be less than # on the Amendment No. 1 Effective Date, 30% of Total FAL, # on the Amendment No. 2 Effective Date, 50% of Total FAL, and # thereafter, the applicable requirements of Lloyd's from time to time."

for purposes of [clause (b) above], the surrender, extinguishment, maturity or other expiration of any such Equity-Linked Securities will be deemed not to constitute consideration payable to purchase or otherwise acquire shares of Common Stock or Partnership Units (as applicable) pursuant to such Equity-Linked Securities; and