ARTICLE # -- DISTRIBUTIONS AND WITHDRAWALS 7

Subject to [Sections 6.02(b) and 6.03]3], the ​ shall be responsible for the determination of benefits with respect to the Reinsured Liabilities in accordance with Article X, applicable Law and the terms and conditions of the Reinsured Policies and this Agreement.

Clauses 4, 6, 7.4, 7.5,7.6, 8, 9.5, 9.6 and 10 will survive termination or expiry of this Agreement for whatever reason.

Changes in Reference Investment Fund or Funds under [Section 6.4(d)(2)] of the Plan.

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of [Section 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.15 or 6.16]6]6]6]6]6]6]6]6] or Article VII (other than [Section 7.15]) or Article X; or

Item 4 in [Schedule 6.2.1] to the Facility Agreement (Permitted Indebtedness) shall be amended by deleting such Item in its entirety and replacing it with the following:

as of September 29, 2016

Appendix #, [Section 6(a)(i)(D)] and [Section 6(a)(i)(E)] are deleted in their entirety, and replaced with the following:

and solely for purposes of [Sections 5.15 and 5.16]6], and [Section 4] as such section relates to [Sections 5.15 and 5.16]6]:

take all action necessary to ensure that the Lender has control of the Account Collateral as provided in [Sections 8-106, 9-104, 9-106]6]6]6]6] and any other applicable section of the UCC;